S-3/A

   
As filed with the Securities and Exchange Commission on March 19, 1998

                                                     Registration No. 333-45699
    
                       SECURITIES AND EXCHANGE COMMISSION

                                 AMENDMENT NO. 1
                                       TO
                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             RESOURCE AMERICA, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   72-0654145
                      (I.R.S. Employer Identification No.)

              1521 Locust Street, Philadelphia, Pennsylvania 19102
       (215-546-5005) (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

        Steven J. Kessler, 1521 Locust Street, Philadelphia, Pennsylvania
     19102 (215-546-5005) (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                            J. Baur Whittlesey, Esq.
                            Ledgewood Law Firm, P.C.
                               1521 Locust Street
                             Philadelphia, PA 19102
                                 (215) 735-0663

         Approximate date of commencement of proposed sale to the public: As
soon as practicable after the registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plan, 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, please check the following box and list
the Securities Act registration statement number of the 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 [].

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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.



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 ____, 1998



PROSPECTUS


                                     [LOGO]



                             RESOURCE AMERICA, INC.


                                  Common Stock

         The shares (the "Shares") of Resource America, Inc. (the "Company")
Common Stock (the "Common Stock") offered hereby may be sold by the persons
named in "Selling Shareholders" from time to time on the Nasdaq Stock Market
("Nasdaq") or otherwise, in special offerings, secondary distributions pursuant
to and in accordance with applicable rules, in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale, at prices
related to such prevailing market prices or at negotiated prices. Selling
Shareholders may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions form Selling Shareholders
and/or purchasers of shares for whom they may act as agent (which compensation
may be in excess of customary commissions). Selling Shareholders may, as and
when Rule 144 under the Securities Act of 1933, as amended, is available, sell
shares covered by this Prospectus in one or more transactions under said Rule.
See "Plan of Distribution."
   
         The Common Stock is listed for trading on Nasdaq under the symbol
"REXI." On March 18, 1998, the last reported sale price for the Common Stock was
$54.50 per share.
    

   
         The Company will not receive any part of the proceeds from the sale of
the Shares. The Company has agreed to pay certain registration expenses in
connection with the offering (excluding brokerage commissions) estimated at
approximately $50,551.32.

         The Common Stock offered hereby involves a high degree of risk. See
"Risk Factors" beginning on page 7 hereof for a discussion of certain factors
that should be considered carefully by prospective purchasers.
    
                                 _______________


  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.

                The date of this Prospectus is March _____, 1998.

                                                                              
                                      -2-




                              AVAILABLE INFORMATION

         The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
accordingly, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed with the Commission are available for
inspection and copying at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W. Washington,
D.C. 20549, and at the Commission's Regional Offices located at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World
Trade Center, New York, New York 10048. Copies of such documents may also be
obtained from the Public Reference Section of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, copies of such documents may be obtained through the Commission's
Internet address at http://www.sec.gov. The Company's Common Stock is authorized
for quotation on Nasdaq and, accordingly, such materials and other information
can also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
   
         The Company has filed with the Commission a Registration Statement on
Form S-3 (No. 333-45699) (together with any amendments thereto, the
"Registration Statement"), under the Securities Act, with respect to the
securities offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, omits certain information contained in the Registration
Statement as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement and the exhibits and
financial statements, notes and schedules filed as part thereof or incorporated
by reference therein, which may be inspected at the public reference facilities
of the Commission, at the addresses set forth above. Statements made in this
Prospectus concerning the contents of any documents referred to herein are not
necessarily complete, and in each instance are qualified in all respects by
reference to the copy of such document filed as an exhibit to the Registration
Statement or incorporated by reference therein.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents, previously filed with the Commission (File No.
0-4408) pursuant to Section 13 of the Exchange Act, are incorporated by
reference herein and made a part hereof: (i) the Company's Annual Report on Form
10-K for the year ended September 30, 1997; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended December 31, 1997; (iii) the Company's
Current Report on Form 8-K dated January 14, 1998; (iv) the Company's
Registration Statement on Form S-3 (no. 333-47393) filed March 5,
1998; and (v) the description of the Common Stock contained in Form 8-A,
including any amendment or report filed for the purpose of updating such
description.
    
                                                                              
                                       -3-


         All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein 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 which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus should be read in conjunction with, and is
qualified in its entirety by, the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in the immediately preceding
statement.

         The Company will provide without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the documents referred to above which have been or may be
incorporated in this Prospectus by reference (other than exhibits not
specifically incorporated by reference therein). Written or oral requests for
such copies should be directed to: Secretary, Resource America, Inc., 1521
Locust Street, Philadelphia, Pennsylvania 19102 (215) 546-5005.


                                       -4-





                                   THE COMPANY
   
         The Company operates a specialty finance focused on real estate finance
and equipment leasing. For approximately 25 years prior to 1991, the Company was
principally involved in the energy industry and it continues to have energy
industry operations, including natural gas and oil production. Since 1991, the
Company's business strategy has focused on locating and developing niche finance
businesses in which the Company can realize attractive returns by targeting
well-defined financial services markets and by developing specialized skills to
service those markets on a cost-effective basis. To date, the Company has
developed two main businesses: real estate finance and equipment leasing. Within
its real estate finance business, the Company has developed a commercial
mortgage loan acquisition and resolution business and a non-conforming
residential mortgage lending business. The Company has also sponsored a real
estate investment trust and currently owns 15% of the trust's common shares of
beneficial interest. Within its equipment leasing business, the Company focuses
primarily on small ticket equipment lease financing, although it also manages
five publicly-owned equipment leasing partnerships and has a lease finance
placement and advisory business.

         The Company's commercial mortgage loan acquisition and resolution
business involves the purchase at a discount of troubled commercial real estate
mortgage loans and the restructuring and refinancing of those loans. These loans
are generally acquired from private market sellers, primarily financial
institutions, for net investments generally ranging from $1 million to $15
million. Loans acquired by the Company typically involve legal and other
disputes among the lender, the borrower and/or other parties in interest, and
generally are secured by properties which are unable to produce sufficient cash
flow to fully service the loans in accordance with the original lender's loan
terms. Since fiscal 1991 (when it entered this business), and through December
31, 1997, the Company's aggregate commercial mortgage loan portfolio has grown
to 43 loans with aggregate outstanding loan balances of $318.3 million. These
loans were acquired at an investment cost of $120.4 million (including
subsequent advances, which had been anticipated by the Company at the time of
acquisition and were included in its analysis of loan costs and yields, and
senior lien interests to which the properties were subject at the time of loan
acquisition). During the fiscal years ended September 30, 1997, 1996 and 1995,
the Company's yield on its net investment in commercial mortgage loans
(including gains on sale of senior lien interests in, and gains, if any,
resulting from refinancings of commercial mortgage loans) equalled 35%, 36% and
35%, respectively, while its gross profit (revenues from loan activities minus
costs attributable thereto, including interest and provision for possible
losses, and less depreciation and amortization, without allocation of corporate
overhead) from its commercial mortgage loan activities for the same periods were
$16.5 million, $6.3 million and $5.3 million, respectively. The yield on net
investment in commercial mortgage loans for the quarter ended December 31, 1997
was 30%, while gross profit for that period was $7.3 million.
    
         The Company seeks to reduce the amount of its own capital invested in
commercial mortgage loans after their acquisition, and to enhance its returns,
through sale at a profit of senior lien interests in its loans (typically on a
recourse basis) or through borrower refinancing

                                       -5-


   
of the properties underlying its loans. At December 31, 1997, senior lenders
held outstanding obligations of $93.2 million. At December 31, 1997, the ratio
of operating cash flow (based upon (i) with respect to loans acquired prior to
October 1, 1997, cash flows for the quarter ended December 31, 1997, and (ii)
with respect to loans acquired on or after October 1, 1997, cash flow estimates,
historical information or information on cash flows for periods other than for
the quarter ended December 31, 1997) to the required debt service on senior lien
interests averaged 2.46 to 1. The excess of operating cash flow over required
debt service on senior lien obligations is, pursuant to agreements with the
borrowers, generally retained by the Company as debt service on the outstanding
balance of the Company's loans.

         The Company's residential mortgage lending business provides first and
second mortgage loans on one-to-four family residences to borrowers who
typically do not conform to guidelines established by the Federal National
Mortgage Association because of past credit impairment or other reasons. Through
its subsidiaries, Fidelity Mortgage Funding, Inc. ("FMF"), which commenced
lending operations in October 1997, and Tri-Star Financial Services, Inc.
("Tri-Star"), which was acquired in November 1997, the Company is licensed as a
residential mortgage lender in 23 states and is currently originating loans in
11 states (Connecticut, Delaware, Indiana, Kentucky, Maryland, Mississippi, New
Jersey, North Carolina, Ohio, Pennsylvania and Virginia). The Company
concentrates on mid-size residential mortgage loans with a targeted average loan
of approximately $50,000. The Company markets its services directly to consumers
and anticipates establishing "private label" lending programs (that is, programs
where the Company will process, fund and service loans originated by an
institution, under the institution's name) for institutions which, because of a
lack of expertise in the area or for other reasons, do not otherwise make
non-conforming loans. The Company pursues a strategy of selling its residential
mortgage loan portfolio on a regular basis. The Company is currently an approved
loan seller to 16 investors.

         The Company sponsored Resource Asset Investment Trust ("RAIT"), a real
estate investment trust which is publicly traded on the American Stock Exchange.
The Company sold 10 loans and senior lien interests in two other loans to RAIT
in January 1998. The aggregate price paid by RAIT for the loans and the
participations was $20.1 million (including $2.0 million attributable to senior
lien interests acquired with such purchase) by the Company in anticipation of
sale of the loans to RAIT and thereafter sold to RAIT, at cost. The Company
realized a gain on this sale of $3.0 million. The Company anticipates selling
further loans to the RAIT.

         The Company's equipment leasing business commenced in September 1995
with the acquisition of an equipment leasing subsidiary of a regional insurance
company. Through this acquisition, the Company manages five publicly-held
equipment leasing partnerships involving $49.8 million (original equipment cost)
in leased assets at December 31, 1997. More importantly, through this
acquisition the Company acquired an infrastructure of operating systems,
computer hardware and proprietary software (generally referred to as a
"platform"), as well as personnel, which the Company utilized in fiscal 1996 as
a basis for the development of an equipment leasing business for its own
account. As part of its
    
                                       -6-


   
development of this business, in early 1996 the Company hired a team of four
experienced leasing executives, including the former chief executive officer of
the U.S. leasing subsidiary of Tokai Bank, a major Japanese banking institution.
The Company's operational strategy for equipment leasing is to focus on leases
with equipment costs of between $5,000 to $100,000 ("small ticket" leasing),
with a targeted average transaction of approximately $10,000 per lease. The
Company markets its equipment leasing products through vendor programs with
equipment manufacturers, distributors and other vendors such as Minolta
Corporation and Lucent Technologies, Inc. The Company believes that the small
ticket leasing market is under-served by equipment lessors, banks and other
financial institutions, affording the Company a niche market with significant
growth potential. During the first quarter of fiscal 1998, the Company received
3,608 lease applications involving equipment with an aggregate cost of $47.8
million, approved 1,907 applications involving equipment with an aggregate cost
of $18.6 million, and entered into 1,551 transactions involving equipment with
an aggregate cost of $16.0 million. During fiscal 1997, the Company received
8,344 lease proposals involving equipment with an aggregate cost of $113.4
million, approved 5,054 such proposals involving equipment with an aggregate
cost of $67.2 million and entered into 3,214 transactions involving equipment
with an aggregate cost of $34.6 million.
    
         The Company pursues a strategy of selling equipment leases originated
by it in bulk on a servicing retained basis. During the first quarter of fiscal
1998 and during fiscal 1997, the Company sold equipment leases with an aggregate
book value of approximately $14.4 million and $30.2 million, respectively, to
third parties. The Company's income from retained servicing was not material
during either the first fiscal quarter of 1998 or fiscal 1997.
   
         The Company produces natural gas and, to a lesser extent, oil from
locations principally in Ohio, Pennsylvania and New York. At December 31, 1997,
the Company had a net investment of $12.4 million in its energy operations,
including interests in 1,264 individual wells (including overriding interests)
owned directly by the Company or through 64 partnerships and joint ventures
managed by the Company. While the Company has focused its business development
efforts on its specialty finance operations over the past several years, its
energy operations historically have provided a steady source of cash flow and
tax benefits. From time to time, the Company receives indications of interest in
the acquisition of its energy operations, and continually pursues the increase
of its reserve base through selective acquisition of producing properties and
other assets. Within the past nine months, the Company has acquired the assets
of two small energy companies.

                                  RISK FACTORS

         In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Common Stock. The cautionary
statements set forth below and elsewhere in this Prospectus, or which are
incorporated by reference herein, should be read as accompanying forward-looking
statements included or incorporated by reference herein. The risks
    
                                       -7-


   
described in the statements set forth below could cause the Company's results to
differ materially from those expressed in or indicated by such forward-looking
statements.

General

         Ability to Generate Funding for Growth. The success of the Company's
future operations will depend largely upon the continued availability of outside
funds for its real estate finance and equipment leasing operations. Funding for
the Company's operations has been derived from a number of different sources,
including internally generated funds, borrowings, and the sale of its notes and
Common Stock. The future availability of third-party financing for each of the
Company's specialty finance businesses will depend on a number of factors over
which the Company has limited or no control, including general conditions in the
credit markets, the size, pricing and liquidity of the markets for the types of
mortgage loans or equipment leases in the Company's portfolio and the financial
performance of the Company's loans and equipment leases. There can be no
assurance that the Company will be able to generate funding on satisfactory
terms and in acceptable amounts and thus sustain its growth. Moreover, any
failure to renew or obtain adequate funding under a credit or financing facility
or other borrowing could have a material adverse effect on the Company's results
of operations and financial condition. To the extent the Company is not
successful in maintaining or replacing existing financing, and, in particular,
replacing or refinancing the $115.0 million principal amount of its 12% Senior
Notes (the "Senior Notes") when they become due in August 2004, the Company
would have to curtail its activities (and, with respect to the Senior Notes,
possibly sell assets in order to repay the Senior Notes), which would have a
material adverse effect on the Company's results of operations and financial
condition.

         Certain Financing Limitations Imposed by Senior Notes. The Indenture
pursuant to which the Senior Notes were issued permits the Company to incur both
secured and unsecured debt in the future, subject to specific limitations. Such
limitations include (i) a prohibition against incurring debt, of equal seniority
with or junior to the Senior Notes, which has a maturity prior to that of the
Senior Notes, and (ii) a prohibition from incurring further debt where the ratio
of debt (excluding debt used to acquire mortgage loans, equipment leases or
other assets, obligations to repurchase assets sold, guarantees of either of the
foregoing and certain other obligations) to the Company's consolidated net worth
would exceed 2.0 to 1.0. Such limitations may restrict the ability of the
Company to obtain financing in the future.

         Ability to Generate Growth Opportunities. The success of the Company's
finance operations will also depend on its continued ability to generate
attractive opportunities for acquiring commercial mortgage loans at a discount
and originating and reselling equipment leases and residential mortgage loans.
In each area, the Company will rely primarily upon the knowledge, experience and
industry contacts of its senior management to generate appropriate
opportunities. There can be no assurance that the Company will generate
opportunities satisfactory to it sufficient to sustain growth or that, in its
commercial mortgage loan acquisition and resolution activities, the Company will
be able to acquire loans in the same
    
                                       -8-


   
manner, on similar terms or at similar levels of discount as its current
portfolio loans. The availability of loans for acquisition on terms acceptable
to the Company, and the ability of the Company to originate satisfactory
equipment leases and residential mortgage loans, will depend upon a number of
factors over which the Company has no control, including economic conditions,
interest rates and the market for and value of properties securing loans which
the Company may seek to acquire. The Company may also be affected by competition
from other acquirors of troubled loans and by the willingness of financial
institutions and other entities to dispose of troubled or under-performing loans
in their portfolios.

         The Company's growth strategy with respect to both equipment leasing
and residential mortgage lending involves expanding these businesses through
increased penetration into existing markets and expansion into new markets while
maintaining satisfactory premiums on sale, interest rate spreads and
underwriting criteria. Implementation of this strategy will depend in large part
on the Company's ability to (i) expand its network of manufacturers,
distributors and other vendors to join with the Company in vendor programs for
equipment leasing and, with respect to residential mortgage lending,
establishing direct-sourced origination activities in markets with a sufficient
concentration of borrowers meeting the Company's underwriting criteria, (ii)
hire, train and retain skilled employees, and (iii) continue to expand in the
face of increasing competition from other lessors and mortgage lenders. There
can be no assurance that the Company will be able to implement these growth
strategies, or that such strategies will be effective.

         Risks Related to Management of Growth. The Company has recently
undergone a period of significant growth, and further expansion may
significantly strain the Company's management, financial and other resources.
There can be no assurance that the Company will manage its growth effectively or
that the Company will be able to attract and retain the personnel necessary to
meet its business objectives. If the Company is unable to manage its growth
effectively, the Company's business, operating results and financial condition
could be materially adversely affected.

         Interest Rate Risks. As an entity engaged in real estate finance and
equipment leasing, the Company will be subject to risks relating to changes in
interest rates. In general, in a period of rising interest rates, the resale
value of loans or leases with fixed interests rates will decrease. Changing
interest rate environments will also affect the Company's rate of return on its
investments. In commercial mortgage loan acquisition and resolution, a rising
interest rate environment will increase the Company's cost of funds, such as the
interest rates payable on new senior lien interests sold by the Company or new
borrower refinancings, while not necessarily resulting in an increase in
interest paid to or accrued by the Company, thus reducing the Company's return
on its funds invested. Interest rate changes will also affect the Company's
return on commercial mortgage loan originations. In particular, during a period
of declining rates, the amounts becoming available to the Company for investment
due to repayment of its commercial mortgage loans, sales of senior lien
interests, borrower refinancing or (particularly with its residential mortgage
loans) prepayments may be invested at lower rates than the Company had been able
to obtain in prior investments, or than the
    
                                       -9-


   
rates on the repaid loans. In addition, in residential mortgage lending and
equipment leasing, the return expected, and the rates charged, by the Company
are based on interest rates prevailing in the market at the time of loan
origination or lease approval. Until the Company's residential loans or leases
are sold, they are funded from the Company's credit facilities or from working
capital. Should the Company be unable to sell residential loans or leases with
fixed rates within a reasonable period of time after funding, the Company's
operating margins could be adversely affected by increases in interest rates.
Further, increases in interest rates could cause a reduction in demand for the
Company's residential mortgage and lease funding.

         Economic Slowdown May Adversely Affect Volume of Residential Mortgage
Loans and Equipment Leases. Periods of economic slowdown may reduce the demand
for residential mortgage loans as people elect not to purchase new homes due to
economic uncertainty and also may adversely affect the financial condition of
potential borrowers so that they do not meet the Company's underwriting
criteria. In addition, economic slowdowns may cause a decline in real estate
values. Any material decline in real estate values will reduce the ability of
borrowers to use home equity to support borrowings by negatively affecting
loan-to-value ratios of the home equity collateral. Similarly, small businesses
may defer the leasing of new equipment or may suffer a decline in profitability
which would inhibit their ability to obtain lease financing. To the extent that
the loan-to-value ratios of prospective borrowers' home equity collateral (for
residential mortgage loans) or the debt service ratios (for equipment leasing)
do not meet the Company's underwriting criteria, the volume of loans and leases
originated by the Company could decline which could have a material adverse
effect on the Company's operations and financial condition.

         Credit Risks. Loans and equipment leases are subject to the risk of
default in payment by borrowers and lessees. Defaults by borrowers and lessees
could adversely affect the Company's financial position. Upon a default, the
Company will attempt to recover outstanding loan or lease balances through
foreclosure, repossession of equipment or similar procedures. With respect to
any particular loan or equipment lease, instituting any of these procedures
could adversely impact the Company's yield on such loan or lease. There can be
no assurance that, in the event of default, the amount realizable from the
property securing a defaulted loan or the equipment subject to a defaulted lease
will be sufficient to recover amounts invested by or owed to the Company. See
"Risk Factors - Real Estate Finance Considerations - Lien Priority" and "-
Equipment Leasing Considerations - Residuals."

         The commercial mortgage loans acquired in the Company's commercial
mortgage loan acquisition and resolution operations typically do not provide for
recourse against the borrowers and, accordingly, in seeking to collect amounts
owed on a loan, the Company must rely solely on the value of the property
underlying the loan to satisfy the obligation. This value will be affected by
numerous factors beyond the Company's control, including general or local
economic conditions, neighborhood real property values, interest rates,
operating expenses (such as real estate taxes and insurance costs), occupancy
rates and the presence of competitive properties. In addition, most of the
Company's loans require a substantial lump
    
                                      -10-


   
sum payment at maturity. The ability of a borrower to pay a lump sum, and thus
the ability of the Company to collect promptly all amounts due upon maturity,
may be dependent on the borrower's ability to obtain suitable refinancing or
otherwise raise a substantial amount of cash which, in turn, will depend upon
factors (such as those referred to previously) over which the Company has no
control. To the extent that the Company sells a senior lien position in a loan,
or the loan is refinanced, the Company will typically retain a subordinated
interest in the loan, which may be unsecured. See "Risk Factors - Real Estate
Finance Considerations - Lien Priority." Such retained interests are relatively
illiquid investments and are subject to materially increased risks of collection
upon default.

         The Company focuses its marketing efforts in residential mortgage
lending on borrowers who may be unable to obtain mortgage financing from
conventional mortgage sources. Loans made to such borrowers may entail a higher
risk of delinquency and higher losses than loans made to borrowers who qualify
to utilize conventional mortgage sources. Delinquencies, foreclosures and losses
generally increase during economic slowdowns or recessions. Further, any
material decline in real estate values increases the loan-to-value ratios of
loans previously made by the Company, thereby weakening collateral coverages and
increasing the possibility of a loss in the event of a borrower default. Any
sustained period of increased delinquencies, foreclosures or losses after the
loans are sold could adversely affect the pricing of the Company's future
residential loan sales and the ability of the Company to sell its residential
loans in the future.

                  The Company specializes in acquiring and originating equipment
leases involving equipment with a purchase price of less than $100,000,
generally involving small and mid-size commercial businesses located throughout
the United States. Small business leases may entail a greater risk of
non-performance and higher delinquencies and losses than leases entered into
with larger lessees because small businesses generally have lesser financial
resources with which to meet lease obligations and may be more susceptible to
changes in economic conditions. Although the Company seeks to mitigate this risk
through the use of its Small Business Credit Scoring System, its asset tracking
systems and its loan servicing and collection procedures, there can be no
assurance that the Company will not be subject to higher risks of default than
firms leasing to larger entities. Moreover, because of the Company's short
operating history in leasing, only limited performance data is available with
respect to leases funded by the Company. Thus, historical delinquency and loss
statistics are not necessarily indicative of future performance. The failure of
the Company's lessees to comply with the terms of their leases will result in
the inability of such leases to qualify to serve as collateral under the
Company's warehouse facilities or to be sold to investors, which may materially
adversely affect the Company's liquidity. Additionally, delinquencies and
defaults experienced in excess of levels estimated by management in determining
the Company's allowance for credit losses could have a material adverse effect
on the Company's ability to obtain financing and effect lease sales or other
transactions which may, in turn, have a material adverse effect on the Company's
financial condition and result of operations.
    
                                      -11-


   
         Dependence on Lease and Residential Loan Sales. Gains on sales of
residential loans and equipment leases generated by the Company represent a
material and growing source of the Company's revenues and net income,
aggregating $3.2 million or 21% of the Company's revenues for the three months
ended December 31, 1997. The gain on sale of leases sold represented
approximately 56% of revenues from leasing operations for the quarter ended
December 31, 1997 and approximately 52% of the Company's revenues from leasing
operations in fiscal 1997. The gain on sale of residential mortgage loans
represented 84% of the Company's revenues from residential mortgage loan
operations for the quarter ended December 31, 1997 (the quarter in which such
operations commenced). Furthermore, the Company will rely in significant part on
proceeds from residential loan and equipment lease sales to generate cash for
further investments and for repayment of borrowings used by the Company to
originate residential loans and equipment leases. The Company sells virtually
all of its residential loan and equipment leases in the secondary market to a
limited number of institutional purchasers. Several factors affect the Company's
ability to complete such lease and residential mortgage sales, including the
credit quality of the Company's lease and mortgage originations, compliance of
the Company's originations with eligibility requirements established by buyers,
and, to the extent that such buyers engage in securitization transactions or
other structured finance techniques in order to fund their purchases, conditions
in the asset- backed securities markets. There can be no assurance that such
purchasers will continue to purchase loans or equipment leases or that the
purchase terms will be similar to those obtained by the Company to date. To the
extent that the Company cannot successfully replace such purchasers or negotiate
favorable terms for such purchases, the Company's results of operations and
financial condition could be materially adversely affected. See "Risk Factors -
Real Estate Finance Considerations - Note Received in Sale of Certain
Residential Loans" and "- Equipment Leasing Considerations - Sale of Equipment
Leases."

         Risks Related to Representations and Warranties in Residential Loan and
Equipment Lease Sales. The Company engages in bulk residential loan and
equipment lease sales pursuant to agreements that typically require the Company
to repurchase or substitute loans or equipment leases in the event of a breach
of a representation or warranty made to the purchaser, any misrepresentation
during the mortgage loan origination process or, in some cases, upon any fraud
or first payment default on an equipment lease or mortgage loan. Any claims
asserted against the Company in the future by one of its lease or loan
purchasers may result in liabilities or legal expenses that could have a
material adverse effect on the Company's results of operations and financial
condition.

         Fluctuations in Periodic Results. The Company may experience
significant fluctuations in quarterly or other periodic operating results due to
a number of factors, including variations in the volume of commercial mortgage
loans purchased and in the volume of residential mortgage loans and equipment
leases originated by the Company, fees obtained in connection with the Company's
commercial loan activities, timing of sales of senior lien interests or borrower
refinancings of commercial loans, loan prepayments, differences between the
Company's cost of funds and average yield on its residential mortgage loans and
leases prior to sale, default rates on loans or leases originated by the
Company, variations in prices
    
                                      -12-


   
obtainable, or demand for, natural gas and oil, the degree to which the Company
encounters competition in its markets and general economic conditions. In
addition, both the residential ending and equipment leasing businesses are
relatively young and still evolving and, accordingly, involve greater
uncertainties and risk of loss. As a result, results for any one quarter or
period should not be relied upon as being indicative of performance in future
quarters or periods.

         Competition. In each of its business operations, the Company is subject
to intense competition from numerous competitors, many of whom possess far
greater financial, marketing, operational and other resources than the Company
and who may have lower costs of funds than the Company. In this regard, the
Company will also have to compete for the capital necessary to fund both its
real estate finance and equipment leasing operations based largely upon the
performance of its portfolio loans and equipment leases.

         Although the commercial mortgage loan acquisition and resolution
business is generally competitive in virtually all of its aspects, the Company's
focus on the acquisition of troubled commercial real estate loans subject to
complex and/or contentious situations is a niche in which the Company believes
there are relatively few, specialized investors. In the overall market for the
acquisition of real estate obligations, however, there are a substantial number
of competitors (including investment partnerships, financial institutions,
investment companies, public and private mortgage funds and other entities).
Many of the Company's competitors possess greater financial and other resources
than the Company. As a result, there can be no assurance that the Company will
be able to effect acquisitions of discounted loans in the same manner and on the
same terms as in the past or that there will not be significant variations in
the profitability of the Company's commercial mortgage loan acquisition and
resolution business.

         As an originator of residential mortgage loans and equipment leases,
the Company faces intense competition, primarily from mortgage banking
companies, commercial banks, credit unions, thrift institutions and finance
companies and from equipment manufacturers that finance the sale or lease of
their products themselves. Furthermore, the current level of gains realized by
the Company and its competitors on the sale of non-conforming residential
mortgage loans is attracting and may continue to attract additional competitors
into the non-conforming mortgage loan market. In the future, the Company may
also face competition from, among others, governmental-sponsored entities who
may enter the non-conforming mortgage market.

         Increased competition in the residential mortgage loan and equipment
leasing markets could have the possible effects of (i) lowering gains that may
be realized on the Company's residential mortgage loan and equipment lease
sales, (ii) reducing the volume of the Company's loan and equipment lease
originations and sales, (iii) increasing the demand for the Company's
experienced personnel and the potential that such personnel will be recruited by
the Company's competitors, and (iv) lowering the industry standard for
underwriting guidelines (for example, by providing for less stringent debt
service coverage or loan-to-value
    
                                      -13-


   
ratios) as competitors attempt to increase or maintain market share in the face
of increased competition. See "Risk Factors - Risk of Economic Slowdown May
Adversely Affect Volume of Residential Mortgage Loans and Equipment Leases" and
"- Credit Risks."

         As the Company expands into new geographic or industry markets, it may
face competition from residential mortgage lenders or equipment lessors with
established positions in these markets. There can be no assurance that the
Company will be able to successfully compete with such established lenders or
lessors. Further, there can be no assurance that the Company will be able to
continue to compete successfully in the markets it serves. Inability to compete
successfully would have a material adverse effect on the Company's results of
operations and financial condition.

         Changing Nature of Risks. The nature of the risks associated with the
Company's operations have changed and are likely to continue to change over time
due to a corporate strategy which emphasizes the entry into and exit from
business lines based on market, economic or competitive conditions. As a result,
there can be no assurance that the risks associated with an investment in the
Company described in this Prospectus will not materially change in the future or
that there will not be additional risks associated with the Company's future
operations not described herein.

Real Estate Finance Considerations

         Troubled Status of Acquired Commercial Loans and Underlying Properties.
The Company seeks to acquire commercial real estate mortgage loans at a discount
from both the unpaid principal and interest amounts of the loans and the
appraised value of the underlying properties. As a consequence, the Company will
frequently be involved with loans that are secured by properties that, while
income producing, are unable to generate sufficient revenues to pay the full
amount of debt service under the original loan terms and that are frequently the
subject of contentious and often complex disputes among various parties
regarding application of cash flow from the underlying properties, loan terms,
lease terms or similar matters. Although prior to acquisition of a loan the
Company will generally negotiate with the borrower or other parties in interest
and, where appropriate, make financial accommodations to take into account the
operating conditions of an underlying property, resolve outstanding disputes and
ensure the Company's control of the cash flow from the underlying property,
there can be no assurance that the problems which existed prior to the Company's
acquisition of the loan will not recur or that other problems may not arise. As
a result, these loans may be subject to a higher risk of default and consequent
loss to the Company than conventional loans. See "Risk Factors - General -
Credit Risks."

         Lien Priority. Although in its commercial mortgage loan acquisition and
resolution operations the Company normally acquires first mortgage loans, it is
not limited as to the lien priority of a loan which it may acquire. Ten of the
Company's mortgage loans were acquired as junior lien obligations. Moreover, a
lender refinancing a loan in the Company's portfolio will typically require, as
a condition to its refinancing (the proceeds of which generally are
    
                                      -14-


   
paid to the Company), that the Company's remaining interest in the loan be
subordinated to such lender's interest or that the Company release its mortgage
lien. The Company currently holds 30 junior lien loans or subordinated senior
lien interests, seven of which (at an aggregate book value of $7.7 million,
constituting approximately 6.6%, of the book value of the Company's loan
portfolio) are not formally secured by recorded mortgages (although they are
protected by judgment liens, unrecorded deeds in lieu of foreclosure, borrowers'
covenants not to further encumber the property without the Company's consent,
and/or similar devices). In addition, in certain circumstances, mortgage loans,
including first mortgage loans, may be subject to mechanics', materialmens' or
government liens which may be prior in right of payment to liens held by the
Company. Subordinate or junior lien loans carry a greater credit risk, including
a substantially greater risk of non-payment of interest or principal, than
senior lien financing. Where, as part of a financing structure, the Company has
an unsecured position, the risk of loss may be materially increased. A decline
in the real estate market where the property underlying the loan is located
could adversely affect the value of the property such that the aggregate
outstanding balances of senior liens and the Company's loan may exceed the value
of the underlying property.

         In the event of a default on a senior mortgage, the Company may make
payments, if it has the right to do so, in order to prevent foreclosure on the
senior mortgage, thereby increasing its investment cost without necessarily
improving its lien position. In the event of a foreclosure, the Company will
only be entitled to share in the net proceeds after the payment of all senior
lienors, including senior mortgagees, and holders of mechanics', materialmens'
and government liens. It is therefore possible that the total amount which may
be recovered by the Company upon a foreclosure may be less than the outstanding
balance of the loan or the Company's investment in the loan, with a resultant
loss to the Company. It is also possible that, in some cases, a "due on sale"
clause included in a senior mortgage, which accelerates the amount due under the
senior mortgage in case of the sale of the property, may apply to the sale of
the property upon foreclosure of a junior loan, and may accordingly increase the
risks to the Company in the event of a default by the borrower on the junior
loan.

         Disposition of Acquired Commercial Mortgage Loan Interests. In its
commercial mortgage loan acquisition and resolution operations, after the
Company has acquired a loan, the Company will typically sell a senior lien
position in the loan, or assist the borrower in obtaining third-party
refinancing, while retaining a junior lien position in the loan. Although the
sale of a senior lien position or a refinancing often results in the return of
an amount representing a major portion of (or sometimes exceeding) the amount of
Company's investment in the loan, in most such sales or refinancings a reduced
portion of the Company's investment in the loan remains unrecovered. Based upon
its analysis of the properties underlying the loans, the Company believes that
it will recover amounts substantially in excess of the Company's remaining
invested capital; however, there can be no assurance that, upon termination of
the loan, the borrower will be able to repay the loan or that, if the borrower
is not able to do so, the Company will be able to dispose of its remaining loan
interest for an amount equal to or in excess of its remaining investment or that
the property
    
                                      -15-


   
underlying the loan can be disposed of for an amount equal to or in excess of
the interests of senior lienors and the Company's remaining investment.

         Potential Replacement, Repurchase or Repayment of Senior Lien
Positions. Senior lien positions aggregating $12.0 million at December 31, 1997
in seven of the commercial mortgage loans in the Company's portfolio have been
sold to an institutional investor. Pursuant to the terms of these sales, if the
borrower under any such loan defaults in the payment of debt service, the
Company is required to replace the defaulted obligation with a performing one.
Since the Company has sold (or intends to sell) senior positions in, or
refinanced, most of its current portfolio of loans, if the Company were required
to replace a defaulted loan with a performing loan, it may not be able to do so
without acquiring additional commercial mortgage loans. If the Company could not
fulfill its obligation, the institutional investor would have various legal
remedies, including foreclosure on and sale of the underlying property (see
"Risk Factors - General - Credit Risks") or requiring the Company to repay its
interest. There can be no assurance that borrowers on one or more of such loans
will not default or that, in such event, the Company would be able to acquire
additional commercial real estate mortgage loans to substitute for the defaulted
obligations or, if a replacement loan is not so acquired and substituted, that
the investor would not seek repayment from the Company. Moreover, generally,
interest only is paid on each senior lien obligation until maturity, at which
time the entire principal amount of the senior lien obligation becomes due.
Maturity dates of the senior lien obligations range from December 1999 to June
2001. If the borrower is unable to pay or refinance any senior lien obligation
when it becomes due, the institutional investor may foreclose on the underlying
property, or require the Company to repay its interest.

         The Company is also required to repurchase from other institutional
investors two senior loans in the event that the senior loans are not repaid, in
accordance with their terms, by June 27, and September 29, 2002 for a repurchase
price equal to the unpaid principal balance of the respective loans plus accrued
interest at the time of repurchase by the Company ($1.6 million and $7.3
million, respectively, at maturity, assuming all debt service payments have been
made). There can be no assurance that borrowers on one or more of such loans
will not default and the Company required to repurchase the loan, or that the
borrowers will be able to repay or refinance the senior lien interests when they
become due.

         Lack of Geographic Diversification Exposes the Company's Investments to
Higher Risk of Loss Due to Regional Economic Factors. The Company does not
expect to set specific limitations on the aggregate percentage of its portfolio
relating to properties located in any one area (whether by state, zip code or
other geographic measure). Any lack of geographic diversification that may occur
could result in the Company's investment portfolio being more sensitive to, and
the Company being less able to respond to, adverse economic developments of a
primarily regional nature, which may result in reduced rates of return, or
higher rates of default, on the Company's mortgage loans than might be incurred
with a more geographically diverse investment portfolio. At December 31, 1997,
19 of the 43 loans in the Company's commercial mortgage loan portfolio,
aggregating $45.9 million (39%) of the book value of
    
                                      -16-


   
the Company's commercial loan portfolio) relate to properties located in the
Philadelphia, Pennsylvania metropolitan area.

         Commercial Mortgage Loan Loss Reserves. The Company records its
investment in its commercial mortgage loan portfolio at cost, which is
significantly discounted from the face value of, and accrued interest and
penalties on, the loans. The cost basis in the loans is reviewed periodically to
determine whether it is greater than the sum of the projected cash flows and
appraised values of the underlying properties. If the cost basis is found to be
greater, the Company provides an appropriate allowance through a charge to
operations. The Company did not establish any reserves with respect to its
portfolio loans for fiscal years 1994, 1995 and 1996. At December 31, 1997, the
Company's allowance for possible losses was $452,000 (0.4% of the book value of
its commercial mortgage loan portfolio at that date), of which $52,000 was
recorded in the quarter ended December 31, 1997. There can be no assurance that
future provisions for loan losses will not be materially greater than the
provision recorded at December 31, 1997 which could have a material adverse
effect on the Company's results of operations.

         Compliance of Residential Mortgage Loan Operations with Applicable Law.
The Company's residential mortgage loan origination business is subject to
federal and state laws relating to truth in lending, equal credit opportunity,
settlement procedures, mortgage disclosure, debt collection practices and
similar matters. Failure to comply with these federal or state laws can lead to
loss of approved status, demands for indemnification or mortgage loan
repurchases, certain rights of rescission for borrowers, class action lawsuits
and administrative enforcement actions. Although the Company believes that it
has systems and procedures to facilitate compliance with these requirements and
believes that it is in compliance in all material respects with applicable
local, state and federal laws, rules and regulations, in the future more
restrictive laws, rules and regulations or the judicial interpretation of
existing laws, rules and regulations could make compliance more difficult or
expensive.

         Residential Mortgage Lending Is a New Business Line. The Company's
residential mortgage loan business commenced lending operations in the first
quarter of fiscal 1998. As a result, the Company has had only a limited amount
of experience upon which an evaluation of its prospects in the business can be
based. Such prospects must be assessed in light of the risks, expenses and
difficulties frequently encountered in the establishment of a new business which
may materially adversely affect the Company's ability to develop the business,
and the Company's investment in it.

         Note Received in Sale of Certain Residential Loans. Although the
Company's policy is to sell residential mortgage loans for cash, with
servicing-released, in the first quarter of fiscal 1998 the Company sold with
servicing-retained a pool of residential mortgage loans acquired and originated
by it to an unrelated special purpose financing entity for a note with a face
value of $8.3 million (and a book value of $8.1 million). The Company recognized
a gain of $1.2 million on the sale. The note was partially prepaid, in the
amount of $6.2
    
                                      -17-


   
million, in the second quarter of fiscal 1998 through third-party financing
arranged by the special purpose financing entity. The third party financing was
unconditionally guaranteed by the Company. The balance of the note ($2.1
million) is due on or before December 31, 2027. The special purpose financing
entity has no material assets other than the loan pool sold to it. In addition,
the Company has subcontracted the servicing of the pool to Jefferson Bank, with
which two of the Company's executive officers (Edward E. Cohen and Daniel G.
Cohen) are affiliated. Loans included in this pool are either secured by
property located in Louisiana or have loan to value ratios in excess of 100%.
Although the Company believes Jefferson Bank has the expertise to service these
loans, Jefferson Bank does not typically service residential loans with loan to
value ratios in excess of 100%. Accordingly, to the extent that defaults under
the loans in the pool are greater than anticipated by the Company, or if loan
prepayments are substantially in excess of those anticipated by the Company, the
Company may not receive full payment on the remaining balance of the note or,
with respect to defaulted loans, may possibly be required to reacquire the loan.
This would result in a charge to the Company's earnings in the amount of any
unrecovered remaining balance of the note which could materially adversely
affect the Company's results of operations. Moreover, if the number of defaults
is sufficiently large, the Company may be required to repay some portion or all
of the third party financing pursuant to its guaranty. Any such repayment could
have a material adverse effect on the Company's results of operations and
financial condition. See "Risk Factors - General - Credit Risks."

         Elimination of Deductibility of Mortgage Interest Could Adversely
Affect Results of Operations. Members of Congress and government officials have
from time to time suggested the elimination of the mortgage interest deduction
for federal income tax purposes, either entirely or in part, based on borrower
income, type of loan or principal amount. Because many of the Company's
residential mortgage loans may be sought by borrowers for the purpose of
consolidating consumer debt or financing other consumer needs, the competitive
advantages of tax deductible interest, when compared with alternative sources of
financing, could be eliminated or seriously impaired by such government action.
Accordingly, the reduction or elimination of these tax benefits could have a
material adverse effect on the demand for the kind of residential loans offered
by the Company.

         Environmental Liabilities. In the event of a default on a portfolio
loan, the Company may acquire the underlying property through foreclosure. There
is a risk that hazardous substances, wastes, contaminants or pollutants would be
discovered on the foreclosed property after acquisition by the Company. In such
event, the Company might be required to remove such substances at its sole cost
and expense. There can be no assurance that the cost of such removal would not
substantially exceed the value of the affected property or the loan secured by
the property, that the Company would have adequate remedies against the prior
owner or other responsible parties or that the Company would not find it
difficult or impossible to sell the affected property either prior to or
following any such removal.
    
                                      -18-


   
Equipment Leasing Considerations

         Limited Equipment Leasing Operating History. The Company acquired its
equipment leasing operations in September 1995 and, in 1996, the Company
expanded these leasing operations to include small ticket equipment leasing for
its own account. Although the leasing business acquired by the Company has been
in operation since 1986, and the executives primarily responsible for developing
the Company's proprietary leasing program have had lengthy experience in the
equipment leasing industry, the Company has only a limited amount of direct
experience upon which an evaluation of its prospects in the equipment leasing
business can be based. Such prospects must be considered in light of the
expenses and difficulties frequently encountered by an acquiror in integrating a
newly-acquired business with its other operations, and in expanding the scope of
the newly-acquired business.

         Demand for Company's Equipment Leasing Services. The demand for the
equipment leasing services provided by the Company is subject to numerous
factors beyond the control of the Company, including general economic
conditions, fluctuations in interest rate levels and fluctuations in demand for
the types of equipment as to which the Company provides equipment leases. In
addition, the demand for the Company's equipment lease services will be
materially affected by the ability of the Company to market its services to
manufacturers, regional distributors and other vendors.

         Dependence on Vendors. The Company currently relies upon relationships
it has established with certain manufacturers and regional distributors in order
to gain access to end-users who will enter into equipment leases. To date, the
Company has established vendor programs with nine manufacturers or distributors
and is an authorized lessor for the dealer distribution channels of two other
manufacturers. Two manufacturers, Minolta Corporation and Lucent Technologies,
accounted for 21% and 8%, respectively (by cost) of the equipment leased by the
Company since inception of leasing operations through December 31, 1997 (and 18%
and 8%, respectively, of equipment leased by the Company during the quarter
ended December 31, 1997). In the event that these vendors significantly reduce
the number of leases placed with the Company, and the Company cannot replace the
lost lease volume, such reduction could have a material adverse effect on the
Company's financial condition and results of operations.

         Financing for Equipment Leasing Operations. The Company anticipates
that it may be required to provide credit enhancement for debt obligations
incurred under any warehouse or permanent financing utilized in its equipment
leasing operations. See "Risk Factors - General - Ability to Generate Funding
for Growth." These credit enhancements may include cash deposits, funding of
subordinated tranches of securitizations, the pledge of additional equipment
leases which are funded by the Company's capital, and/or (as is the case with
the Company's existing credit facility) a guaranty by the Company and
restrictive covenants concerning maintenance by the Company of minimum capital
levels or debt to equity ratios. Any such requirements may reduce the Company's
liquidity and require it to obtain additional
    
                                      -19-


   
capital. The Indenture pursuant to which the Senior Notes were issued contains
certain restrictions which may limit the Company's ability to provide credit
enhancement. See "Risk Factors - General - Ability to Generate Funding for
Growth."

         The Company anticipates that warehouse financing (as is the case with
the Company's existing credit facility) will bear interest at variable rates
while its permanent funding will typically be at fixed rates set at the time the
financing is provided. Accordingly, the Company will be subject to interest rate
risk to the extent interest rates increase between the time a lease is funded by
warehouse facilities and the time of permanent funding. Increases in interest
rates during this period could narrow or eliminate the spread between the
effective interest rates on the Company's equipment leases and the rates on the
Company's funding, or result in a negative spread.

         Sale of Equipment Leases. The Company has sold its entire interest in
originated equipment leases and the related equipment to unaffiliated special
purpose financing entities (each, an "Intermediate Purchaser") for cash and
promissory notes. At December 31, 1997, the Company held $9.0 million of such
notes and had recognized gains on lease sales related to such notes of $5.5
million. The Intermediate Purchaser resells the leases to a financial
institution which provides the cash portion of the purchase price payable to the
Company. The Company typically will provide credit enhancement in connection
with a refinancing or resale, generally in the form of a guarantee of the
refinancing and/or a commitment to replace defaulted leases in excess of
permitted limits. The Intermediate Purchasers have no material assets other than
the leases and equipment purchased from the Company. If lease defaults are
greater than anticipated by the Company, the ability of an Intermediate
Purchaser to repay its notes to the Company may be adversely affected. The
ability of the Intermediate Purchaser to repay the notes could also be adversely
effected if the realization of residuals is less than anticipated by the
Company. See "Risk Factors - Equipment Leasing Considerations Residuals."
Accordingly, lease defaults that are greater than anticipated and residual
earnings that are less than anticipated could result in a charge to the
Company's earnings in the amount of the notes not recoverable by the Company.
Moreover, if the number of lease defaults is sufficiently large, the Company may
be required, under the terms of any credit enhancement provided by it, to repay
some portion or all of the financing arranged by the Intermediate Purchaser or
to replace defaulted leases with performing leases. See "Risk Factors Equipment
Leasing Considerations - Potential Replacement of Leases." Any such repayment or
replacement could have a material adverse effect on the Company's results of
operations and financial condition.

         While the existing forward lease sale commitment among the Company, an
Intermediate Purchaser and certain institutional purchasers does not require the
Company to provide credit enhancement, if lease defaults are greater than
anticipated, not only will the ability of the Intermediate Purchaser to repay
its note be adversely affected, the institutional purchasers may terminate the
commitment. To preserve the ability of the Intermediate Purchaser to pay its
note, and/or to prevent termination of the commitment, the Company may
    
                                      -20-


   
determine to replace defaulted leases. Any such replacement could result in a
charge to the Company's earnings.

         Residuals. "Residuals" are proceeds received upon the sale or
re-leasing of equipment upon lease termination or from the extension of lease
terms beyond their original expiration dates. To the date of this Prospectus, as
part of its equipment lease sales the Company has sold its entire interest in
the leased equipment, including residuals, to Intermediate Purchasers in
exchange for cash and promissory notes. The promissory notes will typically
include all of the Company's gain on the sale and a portion of its capital
investment. Payment of the notes will, to a material extent, depend upon
residuals realized. The Company may be required to establish an allowance for
possible losses against the notes if residuals are less than anticipated at the
time of sale. If the Company is required to establish an allowance, it would
result in a charge to earnings; any such charge could materially adversely
affect the Company's results of operations. In the future, the Company
anticipates that it may retain residuals for its own account in which case the
gain on sale of leases would be materially reduced as the recognition of
revenues, if any, from residuals would be recorded subsequently upon lease
termination. Realization of residuals are subject to a number of factors
including the ability or willingness of a lessee to continue to lease or to
acquire the equipment, unusual wear and tear on or use of the equipment,
equipment obsolescence, excessive supply of similar equipment, reductions in
manufacturers' prices for similar equipment and similar matters which could
materially adversely affect the amount of residuals obtainable. To the extent
that the Company retains residuals, a decline in their value could adversely
affect the Company's operating results and financial condition.

         Potential Replacement of Leases. Under the terms of certain of its
lease sales, the Company may be required to replace a lease if the lessee
defaults in its obligations under the lease. If the Company were required to
replace a lease, the pool of leases otherwise available for sale by the Company
would be reduced. In addition, the Company would have to repossess the leased
equipment in order to attempt to recover the lease balance. There can be no
assurance that the amount realizable from equipment subject to a defaulted lease
will be sufficient to recover amounts invested by the Company. See "Risk Factors
- - General - Credit Risks."

Energy Industry Considerations

         Volatility of Oil and Gas Prices. Historically, the markets for natural
gas and oil have been volatile and are likely to continue to be volatile in the
future. Prices for natural gas and oil are subject to wide fluctuation in
response to relatively minor changes in the supply of and demand for natural gas
and oil, market uncertainty and other factors over which the Company has no
control. These factors include the extent of domestic production and importation
of foreign natural gas and/or oil, political instability in oil and gas
producing countries and regions, the ability of members of the Organization of
Petroleum Exporting Countries to agree upon price and production levels for oil,
the effect of federal regulation on the sale of natural gas and/or oil in
interstate commerce, and other governmental regulation of the production
    
                                      -21-


   
and transportation of natural gas and/or oil. Certain other factors outside the
Company's control, such as operational and transportation difficulties of
pipeline or oil purchasing companies, may also limit sales. In addition, the
price level of natural gas obtainable by the Company depends upon the needs of
the purchasers to which the producer has access. Depending on the purchasers'
needs, the price obtainable for natural gas produced by the Company, or the
amount of natural gas which the Company is able to sell, the revenues of the
Company from its energy operations may be materially adversely affected.

         Possible Decline in Production. Production of oil and gas from a
particular well generally declines over time until it is no longer economical to
produce from the well, at which time the well is plugged and abandoned. The
Company's wells have been drilled at various times from 1966 to the present. The
Company's wells generally have productive lives of 15 to 20 years and have been
subject to normal production declines. To date, these declines have been offset
largely by the acquisition of additional wells and, to a materially lesser
extent, drilling of wells. The Company cannot predict whether the Company will
acquire further energy assets or drill further wells, or as to the timing or
cost thereof.

         Operating Hazards and Uninsured Risks. The oil and natural gas business
involves certain operating hazards such as well blowouts, craterings,
explosions, uncontrollable flows of oil, natural gas or well fluids, fires,
formations with abnormal pressures, pipeline ruptures or spills, pollution,
releases of toxic gas and other environmental hazards and risks, any of which
could result in substantial losses to the Company. In addition, the Company may
be liable for environmental damage caused by previous owners of property
purchased or leased by the Company. As a result, substantial liabilities to
third parties or governmental entities may be incurred, the payment of which
could materially adversely affect the Company's results of operations or
financial condition. In accordance with customary industry practices, the
Company maintains insurance against some, but not all, of such risks and losses.
The Company may elect to self-insure if it believes that the cost of insurance,
although available, is excessive relative to the risks presented. The occurrence
of an event that is not covered, or not fully covered, by insurance could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, pollution and environmental risks generally
are not fully insurable.

         Carrying Value of Energy Properties May Be Subject to Reduction. The
Company annually reviews the carrying value of its oil and natural gas
properties under the full cost accounting rules of the Commission. Under these
rules, capitalized costs of proved oil and natural gas properties may not exceed
the present value of estimated future net revenues from proved reserves,
discounted at 10%. Application of the "ceiling" test generally requires pricing
future revenue at the unescalated prices in effect as of the end of each fiscal
year and requires a write-down for accounting purposes if the ceiling is
exceeded, even if prices were depressed for only a short period of time. The
Company may be required to write-down the carrying value of its oil and natural
gas properties when oil and natural gas prices are depressed or unusually
volatile. If a write-down is required, it could result in a material
    
                                      -22-


   
charge to earnings, but would not impact cash flow from operating activities.
Once incurred, a write-down of oil and natural gas properties is not reversible
at a later date.

         Uncertainty of Estimates of Oil and Natural Gas Reserves. The estimates
of the Company's proved oil and natural gas reserves and the estimated future
net revenues therefrom referred to immediately above are based upon reserve
reports that rely upon various assumptions, including assumptions required by
the Commission as to oil and natural gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds. The process of
estimating oil and natural gas reserves is complex, requiring significant
decisions and assumptions in the evaluation of available geological,
geophysical, engineering and economic data for each reservoir. As a result, such
estimates are inherently imprecise. Actual future production, oil and natural
gas prices, revenues, taxes, development expenditures, operating expenses and
quantities of recoverable oil and natural gas reserves may vary substantially
from those estimated by the Company or contained in the reserve reports. Any
significant variance in these assumptions could materially affect the estimated
quantity of the Company's reserves. The Company's properties also may be
susceptible to hydrocarbon drainage from production by other operators on
adjacent properties. In addition, the Company's proved reserves may be subject
to downward or upward revision based upon production history, results of future
exploration and development, prevailing oil and natural gas prices, mechanical
difficulties, governmental regulation and other factors, many of which are
beyond the Company's control.

         Governmental Regulation and Environmental Matters. Oil and gas
operations are subject to various federal, state and local government
regulations that may be changed from time to time in response to economic or
political conditions. Matters subject to regulation include discharge permits
for drilling operations, drilling bonds, reports concerning operations, the
spacing of wells, unitization and pooling of properties and taxation. From time
to time, regulatory agencies have imposed price controls and limitations on
production by restricting the rate of flow of oil and gas wells below actual
production capacity in order to conserve supplies of oil and gas. In addition,
the development, production, handling, storage, transportation and disposal of
oil and gas, by-products thereof and other substances and material produced or
used in connection with oil and gas operations are subject to complex regulation
under federal, state and local laws and regulations primarily relating to
protection of human health and the environment. The Company is also subject to
changing and extensive tax laws, the effects of which cannot be predicted. The
Company believes that it is in compliance with applicable regulations, although
there can be no assurance that this is or will remain the case. The
implementation of new, or the modification of existing, laws or regulations
could have a material adverse effect on the Company. No assurance can be given
that existing environmental laws or regulations, as currently interpreted or
reinterpreted in the future, or future laws or regulations will not materially
adversely affect the Company's financial condition and results of operations.
    
                                      -23-


   
Restrictions on Payment of Dividends

         Under the terms of the Senior Notes, the Company may not pay dividends
or make other distributions on the Common Stock in excess of 25% of aggregated
consolidated net income (offset by 100% of any deficit) on a cumulative basis.
Accordingly, the Company's ability in the future to pay (or increase the amount
of) cash dividends on its Common Stock may be restricted, depending upon the
amount of its future income.

Importance of Key Employees

         The Company's future success will depend upon the continued services of
the Company's senior management and, with respect to its leasing operations, the
Chairman and Chief Executive Officer of its small ticket leasing subsidiary. The
unexpected loss of the services of any of these management personnel could have
a material adverse effect upon the Company. See "Management." The Company does
not maintain key man life insurance on, nor (except for employment agreements
with Edward E. Cohen, the Chairman, Chief Executive Officer and President of the
Company, Abraham Bernstein, the Chairman and Chief Executive Officer of its
small ticket leasing subsidiary, and Daniel G. Cohen, the Chairman and Chief
Executive Officer of the Company's residential mortgage lending business and an
Executive Vice President of the Company) does it have employment agreements
with, any of its senior management.

Forward Looking Statements

         This Prospectus, and the information incorporated by reference herein,
may include certain statements and estimates provided by the Company with
respect to the Company's anticipated operations. Such statements and estimates
reflect various assumptions made by the Company about circumstances and events,
many of which have not yet taken place, as well as reflecting a substantial
degree of judgment by management as to the scope and presentation of such
information. There can be no assurance that any of such statements or estimates
of anticipated operations will prove to be correct, and no representations and
warranties are made as to the accuracy of such statements or estimates. Actual
results may vary and such variations may be material.
    
                                 USE OF PROCEEDS

         The Company will not receive any of the proceeds form the sale of the
Shares offered by the Selling Shareholders.

                         DETERMINATION OF OFFERING PRICE

         The Company will not be involved in the determination of the price or
prices at which the Selling Shareholders will offer their shares. The Shares may
be sold by the Selling Shareholders from time to time on Nasdaq, or otherwise,
at market prices for the Common

                                      -24-





Stock prevailing at the time of the sale, at prices related to such prevailing
market prices or at negotiated prices.

                              SELLING SHAREHOLDERS

         The Selling Shareholders listed below acquired the Shares pursuant to
the terms of a Stock Purchase Agreement dated July 27, 1997, by and among
Physicians Insurance Company of Ohio and the Selling Shareholders. In connection
with the Stock Purchase Agreement, the Company undertook to (i) prepare and file
the Registration Statement under the Securities Act covering the sale of the
Shares, (ii) use its best efforts to cause the Registration Statement to be
declared effective, and (iii) use its best efforts to maintain the Registration
Statement in effect for two years from the effective date thereof.
   
         The following table sets forth, as of February 29, 1998, all of the
shares of Common Stock owned by each of the Selling Shareholders. Although all
of such shares have been registered under the Registration Statement and are
thereby deemed to be offered for sale, there can be no assurance that all or any
part of any particular Selling Shareholder's holdings will be sold.
    



                                                   Pre-Offering                                    Post-Offering
                                                   Total Number                                    Total Number
                                                    of Shares                                        of Shares
                                                   Beneficially          Shares Available          Beneficially
Selling Shareholder                                   Owned                  for Sale                  Owned
- -------------------                                ------------          -----------------         --------------
                                                                                                 
Rath Foundation                                         50,000                 50,000                     0
Keefe Partners, L.P.                                   225,000                225,000                     0
GAM Equity #10                                          15,000                 15,000                     0
Keefe Offshore Fund                                    210,000                210,000                     0
West Broadway Partners, L.P.                            12,500                 12,500                     0
West Broadway Securities, Ltd.                          12,500                 12,500                     0
Bear, Stearns Securities Corp.
  f/a/o Friedman, Billings,
  Ramsey & Co., Inc.(1)                                 28,150                 28,150                     0
Financial Services Hedge Fund, L.P.                      3,300                  3,300                     0
Bay Pond Investors (Bermuda), L.P.                      26,800                 26,800                     0
Bay Pond Partners, L.P.                                 67,300                 67,300                     0
Barlow Partners, L.P.                                    2,600                  2,600                     0
FBR Private Equity Fund, L.P.(1)                        28,595                 28,595                     0
FBR Ashton, Limited Partnership(1)                     266,180                266,180                     0
FBR Opportunity Fund, Ltd.(1)                           35,225                 35,225                     0

   
(1)  FBR Private Equity Fund, L.P., FBR Ashton Limited Partnership and FBR
     Opportunity Fund, Ltd. are affiliates of Friedman Billings Ramsey & Co.,
     Inc. ("FBR"). FBR acted as the lead underwriter with respect to a public
     offering of the Company's Common Stock in December 1996 and as the
     placement agent with respect to a private offering of the Company's Senior
     Notes in July 1997. FBR currently makes a market in the Company's Common
     Stock and Senior Notes. FBR also acted as the lead underwriter in
     connection with RAIT's public offering and currently makes a market in
     RAIT's common shares.
    
                                      -25-



                              PLAN OF DISTRIBUTION

       The distribution of the Shares by the Selling Shareholders may be
effected from time to time, in one or more transactions on Nasdaq or otherwise,
in special offerings, secondary distributions pursuant to and in accordance with
applicable rules and regulations of the Commission and the National Associates
of Securities Dealers, Inc. in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale, at prices related to such prevailing
market prices or at negotiated prices. Selling Shareholders may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from Selling Shareholders and/or purchasers of shares
for whom they may act as agent (which compensation may be in excess of customary
commissions). Selling Shareholders may, as and when Rule 144 under the
Securities Act of 1933 is available, sell shares covered by this Prospectus in
one or more transactions under said Rule.

       Selling Shareholders, and broker-dealers that participate with Selling
Shareholders in the distribution of the 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 the Shares may
be deemed to be underwriting compensation. The Company has no basis for
estimating either the number of Shares that will ultimately be sold by the
Selling Shareholders or the prices at which the Shares will be sold.

                                  LEGAL MATTERS

         The validity of the Common Stock being offered hereby is being passed
on by Ledgewood Law Firm, P.C., counsel to the Company.

                                     EXPERTS

         The consolidated financial statements and schedules of the Company as
of September 30, 1997 and 1996 and for each of the years in the three-year
period ended September 30, 1997 incorporated by reference in this Prospectus
have been so incorporated by reference in reliance upon the reports of Grant
Thornton LLP, independent certified public accountants.


                                      -26-





No person is authorized to give any information or to make any representation
not contained in this Prospectus and any information or representation not
contained herein must not be relied upon as having been authorized by the
Company or any Underwriter. This Prospectus does not constitute an offer of any
securities other than the securities to which it relates or an offer to any
person in any jurisdiction where such an offer would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof.


                                -----------------
                                TABLE OF CONTENTS
                                -----------------


                                                              Page
                       
Available Information...........................................3
Incorporation of Certain Documents
  by Reference..................................................3
The Company.....................................................5
Risk Factors....................................................7
Use of Proceeds................................................24
Determination of Offering Price................................24
Selling Shareholders...........................................25
Plan of Distribution...........................................26
Legal Matters..................................................26
Experts........................................................26
    





                                 983,150 Shares




                                     [LOGO]



                             RESOURCE AMERICA, INC.



                                  Common Stock


                                 ______________


                                   PROSPECTUS



                                 ______________



                                March _____, 1998





                 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS



Item 14.  Other Expenses of Issuance and Distribution.

Registration and Filing Fees:
   


                                                                                                  

         Securities Exchange Commission.........................................    $13,051.32
         NASD ..................................................................    $17,500.00
         Total Registration and Filing Fees.....................................                    $30,441.32

Printing and Engraving*.........................................................     $7,500.00
Legal*            ..............................................................     $7,500.00
Blue Sky*         ..............................................................          0.00
Accounting*       ..............................................................     $5,000.00
Total Other Expenses*...........................................................          0.00      $20,000.00
                                                                                                    ----------
Total Expenses..................................................................                    $50,551.32
                                                                                                    ==========

    
- -------------
*Estimate

Item 15.  Indemnification of Directors and Officers

         As permitted by Section 102(b)(7) of the Delaware General Corporation
Law, the Company's Certificate of Incorporation provides that directors of the
Company shall not be personally liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, relating to prohibited dividends or
distributions or the repurchase or redemption of stock, or (iv) for any
transaction from which the director derives an improper personal benefit. In
addition, the Company's By-laws provide for indemnification of the Company's
officers and directors to the fullest extent permitted under Delaware law.
Insofar as indemnification for liabilities arising under the Securities Act may
`be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, or otherwise, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company maintains directors' and officers' liability insurance
against any actual or alleged error, misstatement, misleading statement, act,
omission, neglect or breach of duty by any director or officer, excluding
certain matters including fraudulent, dishonest or criminal acts or
self-dealing.


                                      II-1





Item 16. Exhibits and Financial Statement Schedules.



         a.       Exhibits.

                                                                                                      
                  2.       Agreement and Plan of Merger among Tri-Star Financial Services, Inc.
                           Frank Pellegrini, Resource Tri-Star Acquisition Corp. and the
                           Registrant(8)

                  3.1      Restated Certificate of Incorporation of the Registrant.(1)

                  3.2      Bylaws of the Registrant, as amended.(1)

                  4.       Form of Certificate for Common Stock.(1)

                  5.       Opinion of Ledgewood Law Firm, P.C., as to the
                           legality of the securities being registered
                           (including consent).

                  10.1     Indenture with respect to 12% Senior Notes due 2004 (including form
                           of note).(2)

                  10.2     1984 Key Employee Stock Option Plan, as amended.(3)

                  10.3     1989 Key Employee Stock Option Plan, as amended.(3)

                  10.4     Employee Stock Ownership Plan.(4)

                  10.5     1997 Key Employee Stock Option Plan.(5)

                  10.6     1997 Stock Option Plan for Directors.(5)

                  10.7     1997 Non-Employee Director Deferred Stock and Defined
                           Compensation Plan.(5)

                  10.8     Employment Agreement between Edward E. Cohen and Registrant(6)

                  10.9     Contribution Agreement between Resource Leasing, Inc. and Abraham
                           Bernstein.(1)

                  10.10    Employment Agreement between Fidelity Leasing, Inc. and Abraham
                           Bernstein.(1)

                  10.11    Employment Agreement between Fidelity Mortgage Funding, Inc. and
                           Daniel G. Cohen.(6)



                                      II-2







                                                                                                          
                  10.12    Loan and Security Agreement between CoreStates Bank, N.A. and First
                           Union National Bank, and Registrant.(7)

                  10.13    Warehousing Agreement between Fidelity Mortgage Funding, Inc. and
                           CoreStates Bank, N.A.(8)

                  10.14    Master Loan and Security Agreement between Fidelity Mortgage
                           Funding, Inc. and Morgan Stanley Mortgage Capital Inc.(8)

                  10.15    Loan Agreement between Registrant and KeyBank, N.A.(8)

                  10.16    Stock Purchase Agreement among Physicians Insurance Company of
                           Ohio and Selling Shareholders, joined by the Company.(8)

                  11.1     Calculation of Primary and Fully Diluted Earnings per Share.(8)

                  12.      Statement regarding computation of ratios.(8)

                  21.1     List of Subsidiaries.(8)

                  23.1     Consent of Ledgewood Law Firm, P.C. (included in Exhibit 5).

                  23.2     Consent of Grant Thornton LLP.

                  24.      Power of Attorney (included as part of signature
                           pages to this registration statement).

                  27.      Financial Data Schedule.(8)


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

(1)      Filed previously as an Exhibit to the Company's Registration Statement
         on Form S-1 (Registration No. 333-13905) and by this reference
         incorporated herein.
(2)      Filed previously as an Exhibit to the Company's Registration Statement
         on Form S-4 (Registration No. 333-40231) and by this reference
         incorporated herein.
(3)      Filed previously as an Exhibit to the Company's Registration Statement
         on Form S-8 May 2, 1996 and by this reference incorporated herein.
(4)      Filed previously as an Exhibit to the Company's Annual Report on Form
         10-K for the year ended September 30, 1989 and by this reference
         incorporated herein.
(5)      Filed previously as an Exhibit to the Company's Quarterly Report on
         Form 10-Q for the quarter ended June 30, 1997.
(6)      Filed previously as an Exhibit to the Company's Quarterly Report on
         Form 10-Q for the quarter ended March 31, 1997.
(7)      Filed previously as an Exhibit to the Company's Quarterly Report on
         Form 10-Q for the quarter ended December 31, 1996.
(8)      Filed previously as an Exhibit to the Company's Annual Report on Form
         10-K for the year ended September 30, 1997.

                                      II-3






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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

                  (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) above shall not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 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, each filing of the
registrant's annual report pursuant to

                                      II-4





section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement 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.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of registrant's Certificate of
Incorporation, Bylaws 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5





                                   SIGNATURES
   
         Pursuant to the requirements of the Securities Act of 1933, the
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 Philadelphia, Commonwealth of Pennsylvania, on
March 19, 1998.

                                        RESOURCE AMERICA, INC.



                                        By: /s/ Edward E. Cohen
                                           ------------------------------------
                                           Edward E. Cohen, Chairman of the
                                           Board of Directors, Chief Executive
                                           Officer and President
    


                                      II-6





                                POWER OF ATTORNEY

         Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen, Steven J. Kessler, Michael L. Staines,
and each of them acting alone, his true and lawful attorney-in-fact, with full
power of substitution, for him in any and all capacities to execute and cause to
be filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this registration statement with exhibits thereto
and other documents in connection therewith, and hereby ratifies and confirms
all that said attorney-in-fact or said attorney-in-fact's substitute or
substitutes may do or cause to be done by virtue hereof.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
   


                                                                             
EDWARD E. COHEN, Chairman of                                  Date:  March 19, 1998
the Board of Directors,
Chief Executive Officer,
President and Director
(Chief Executive Officer)


CARLOS C. CAMPBELL, Director                                  Date:  March 19, 1998



DANIEL G. COHEN, Executive Vice                               Date:  March 19, 1998
President and Director


ANDREW M. LUBIN, Director                                     Date:  March 19, 1998


SCOTT F. SCHAEFFER, Executive Vice                            Date:  March 19, 1998
President and Director


    
                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]

                                      II-7


                     [SIGNATURES CONTINUED FROM PRIOR PAGE]

   



                                                                                
ALAN D. SCHREIBER, M.D.,                                      Date:  March 19, 1998
Director


MICHAEL L. STAINES, Senior                                    Date:  March 19, 1998
Vice President, Secretary
and Director


JOHN S. WHITE, Director                                       Date:  March 19, 1998



STEVEN J. KESSLER, Senior Vice President                      Date:  March 19, 1998
- - Finance and Chief Financial Officer


NANCY J. MCGURK, Vice                                         Date:  March 19, 1998
President - Finance
(Chief Accounting Officer)



By: /s/ Steven J. Kessler
    --------------------------------------
        STEVEN J. KESSLER,
        as attorney-in-fact for each such
        person pursuant to power of
        attorney heretofore filed as part
        of this Registration Statement

    
                                      II-8

EX-5

                                                                       Exhibit 5


                                 March 19, 1998



Resource America, Inc.
1521 Locust Street
Philadelphia, PA  19102

Gentlemen/Ladies:

         We have acted as counsel to Resource America, Inc. ("RAI") in
connection with the preparation and filing by RAI of a registration statement
(the "Registration Statement") on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), with respect to the offer and sale of up to 983,150 shares
of the common stock of RAI, par value $.01 per share (the "Common Stock"). In
connection therewith, you have requested our opinion as to certain matters
referred to below.

         In our capacity as such counsel, we have familiarized ourselves with
the actions taken by RAI in connection with the registration of the Common
Stock. We have examined the originals or certified copies of such records,
agreements, certificates of public officials and others, and such other
documents, including the Registration Statement and the amendment thereto, as we
have deemed relevant and necessary as a basis for the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures on original documents and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all copies submitted
to us as conformed or photostatic copies, and the authenticity of the originals
of such latter documents.

         Based upon and subject to the foregoing, we are of the opinion that the
Common Stock has been validly issued and is fully paid and non-assessable.









Resource America, Inc.
March 19, 1998
Page 2

         We consent to the references to this opinion and to Ledgewood Law Firm,
P.C. in the Prospectus included as part of the Registration Statement, and to
the inclusion of this opinion as an exhibit to the Registration Statement.

                                              Very truly yours,

                                              /s/

                                              LEDGEWOOD LAW FIRM, P.C.

/apb

EX-23.2

                                                                  EXHIBIT 23.2


                          Consent of Grant Thornton LLP



We have issued our reports dated November 6, 1997 accompanying the consolidated
financial statements and schedules of Resource America, Inc. and subsidiaries
included in the Annual Report on Form 10-K for the year ended September 30,
1997; we have also issued our reports dated November 6, 1997 except for the
earnings per share disclosures in footnote 2 for which the date is February 19,
1998 accompanying the consolidated financial statements for the years ended
September 30, 1997 and 1996 and for each of the three years in the period ended
September 30, 1997, which financial statements are included in the Registration
Statement filed on Form S-3 on March 5, 1998, both of which forms are
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports and to the use of our name as it appears under the caption "Experts."



/s/ Grant Thornton LLP
- ----------------------------
Grant Thornton LLP




Cleveland, Ohio
March 18, 1998