<SEC-DOCUMENT>0000898382-13-000020.txt : 20130208
<SEC-HEADER>0000898382-13-000020.hdr.sgml : 20130208
<ACCEPTANCE-DATETIME>20130208104859
ACCESSION NUMBER:		0000898382-13-000020
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130208
DATE AS OF CHANGE:		20130208
GROUP MEMBERS:		OMEGA CHARITABLE PARTNERSHIP LP

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RESOURCE AMERICA, INC.
		CENTRAL INDEX KEY:			0000083402
		STANDARD INDUSTRIAL CLASSIFICATION:	INVESTORS, NEC [6799]
		IRS NUMBER:				720654145
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-32277
		FILM NUMBER:		13585321

	BUSINESS ADDRESS:	
		STREET 1:		ONE CRESCENT DRIVE, SUITE 203
		STREET 2:		NAVY YARD CORPORATE CENTER
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19112
		BUSINESS PHONE:		215-546-5005

	MAIL ADDRESS:	
		STREET 1:		ONE CRESCENT DRIVE, SUITE 203
		STREET 2:		NAVY YARD CORPORATE CENTER
		CITY:			PHILADELPHIA
		STATE:			PA
		ZIP:			19112

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RESOURCE AMERICA INC
		DATE OF NAME CHANGE:	20061214

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RESOURCE AMERICA LLC
		DATE OF NAME CHANGE:	20060928

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	RESOURCE AMERICA INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COOPERMAN LEON G
		CENTRAL INDEX KEY:			0000898382
		STANDARD INDUSTRIAL CLASSIFICATION:	UNKNOWN SIC - 0000 [0000]
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	MAIL ADDRESS:	
		STREET 1:		2700 NORTH MILITARY TRAIL
		STREET 2:		SUITE 230
		CITY:			BOCA RATON
		STATE:			FL
		ZIP:			33301
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>rexi-13g1_lgc2013.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)*


                               RESOURCE AMERICA, INC.
       ------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
       ------------------------------------------------------------------
                         (Title of Class of Securities)

                                   761195205
       ------------------------------------------------------------------
                                 (CUSIP Number)

                                   December 31, 2012
       ------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [_]  Rule 13d-1(b)
     [X]  Rule 13d-1(c)
     [_]  Rule 13d-1(d)

------------------
*    The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter the disclosures provided in a prior cover page.

     The  information  required in the remainder of this cover page shall not be
     deemed to be  "filed"  for the  purpose  of  Section  18 of the  Securities
     Exchange  Act of 1934 ("Act") or otherwise  subject to the  liabilities  of
     that section of the Act but shall be subject to all other provisions of the
     Act (however, see the Notes).









<PAGE>


CUSIP No. 761195205


1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):
                                 LEON G. COOPERMAN

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

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [_]
-----------------------------------------------------------------

3.  SEC  Use  Only

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

4.  Citizenship or Place of Organization:

         UNITED STATES

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

Number of             5.  Sole Voting Power:              2,442,151
Shares Bene-
ficially                  6.  Shared Voting Power               -0-
Owned by
Each Report-          7.  Sole Dispositive Power:         2,442,151
ing Person
With                     8.  Shared Dispositive Power           -0-

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

9.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                       2,442,151 (this includes warrants for 1,029,412 Shares)
-----------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]

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

11.  Percent of Class Represented by Amount in Row (9):    11.6 %

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

12.  Type of Reporting Person:          IN
-----------------------------------------------------------------




                                        2
<PAGE>

CUSIP No. 761195205
          ---------

1.   Names of Reporting  Persons/  I.R.S.  Identification  Nos. of Above Persons
     (entities only):

                         OMEGA CHARITABLE PARTNERSHIP, LP
                         Tax ID: 45-5226952

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

2.  Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   [_]
         (b)   [_]
-----------------------------------------------------------------

3.  SEC  Use  Only
-----------------------------------------------------------------

4.  Citizenship or Place of Organization:       Cayman Islands

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

Number of             5.  Sole Voting Power:               1,191,733
Shares Bene-
ficially                  6.  Shared Voting Power                -0-
Owned by
Each Report-          7.  Sole Dispositive Power:          1,191,733
ing Person
With                     8.  Shared Dispositive Power            -0-

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

9.  Aggregate Amount Beneficially Owned by Each Reporting Person:

                                         1,191,733
-----------------------------------------------------------------

10.  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares [_]

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

11.  Percent of Class Represented by Amount in Row (9):    6.0%

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

12.  Type of Reporting Person:       IN





                                          3
<PAGE>

CUSIP No. 761195205
          ---------

Item 1(a) Name of Issuer:

         RESOURCE AMERICA, INC. (the "Issuer").

Item 1(b) Address of the Issuer's Principal Executive Offices:

         One Crescent Drive, Suite 203
         Philadelphia PA 19112


Item 2(a) Name of Persons Filing:

     1) LEON G. COOPERMAN ("Mr. Cooperman").

     2) OMEGA CHARITABLE PARTNERSHIP, LP ("Omega Partnership")

     Mr. Cooperman is, among other activities,  an investor engaged in investing
for his own account.  Mr. Cooperman has an adult son named Michael S. Cooperman.
Mr. Cooperman has investment  authority over Omega  Partnership's and Michael S.
Cooperman's accounts.  Mr. Cooperman is the Managing Member of Omega Associates,
L.L.C.("Associates"),  a limited  liability  company organized under the laws of
the State of Delaware.  Associates is a private investment firm formed to invest
in and act as general partner of investment  partnerships or similar  investment
vehicles.  Associates  is the general  partner of Omega  Partnership,  an exempt
limited partnership organized in the Cayman Islands. Mr. Cooperman,  for purpose
of the federal securities laws, may be deemed to control Omega Partnership. This
Statement  is  filed by Mr.  Cooperman  on his  behalf  and on  behalf  of Omega
Partnership pursuant to Rule 13d-1(k).

Item 2(b) Address of Principal Business Office or, if None, Residence:

     The address of the principal business office of Mr. Cooperman is 2700 North
Military  Trail,  Suite 230,  Boca Raton FL 33431.The  address of the  principal
business office of Omega Partnership is 88 Pine Street,Wall  Street Plaza - 31st
Floor, New York, New York 10005.

Item 2(c) Citizenship:

     Mr.  Cooperman is a United States citizen.  Omega  Partnership is an exempt
limited partnership organized in the Cayman Islands.

Item 2(d) Title of Class of Securities:     Common Stock (the "Shares")

Item 2(e) CUSIP Number:    761195205


Item 3.  If this  statement  is  filed  pursuant  to  Sections  240.13d-1(b)  or
         240.13d-2(b) or (c):

     This Item 3 is not applicable.


Item 4. Ownership:

                                          4
<PAGE>

CUSIP No. 761195205
          ---------


Item 4(a)(b)  Amount Beneficially Owned and Percent of Class:

     Mr.  Cooperman may be deemed the beneficial owner of 2,442,151 Shares which
constitutes approximately 11.6 % of the total number of Shares outstanding. This
is based on the  Company's  Form 10-Q for the quarter  ended  September 30, 2012
which  reflected  19,978,423  Shares  outstanding  and the warrants owned by Mr.
Cooperman.  Omega  Partnership  may be deemed the beneficial  owner of 1,191,733
Shares  which  constitutes  approximately  6.0 % of the  total  number of Shares
outstanding.This  is based on the  Company's  Form  10-Q for the  quarter  ended
September 30, 2012 which reflected 19,978,423 Shares outstanding.

     This  consists of  1,191,733  Shares  owned by Omega  Partnership;  221,006
Shares owned by Michael S. Cooperman;  and 1,029,412 Warrants  (convertible into
1,029,412 Shares) owned by Mr.Cooperman.

Item 4(c)

     The information  contained in Items 5-11 on the cover pages is incorporated
herein by  reference.The  filing of this Statement  shall NOT be construed as an
admission that the persons  filing are  beneficial  owners of the Shares for any
purpose, including for purposes of Section 13, 14 or 16 of the Act.


Item 5.  Ownership of Five Percent or Less of a Class:

     This Item 5 is not applicable.


Item 6. Ownership of More than Five Percent on Behalf of Another Person:

     This Item 6 is not applicable.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company:

     This Item 7 is not applicable.


                                          5
<PAGE>

CUSIP No. 761195205
          ---------


Item 8. Identification and Classification of Members of the Group:

     This Item 8 is not applicable.


Item 9. Notice of Dissolution of Group:

     This Item 9 is not applicable.


Item 10. Certification:

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
Issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


                                    SIGNATURE

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


DATED: February 8, 2013 as of December 31,2012

LEON G. COOPERMAN, individually

  BY:/s/ Alan M. Stark
  Attorney-in-Fact
  Power of Attorney on file

Omega Charitable Partnership, L.P.
  By:  Omega   Associates,   L.L.C.
  By: Leon G. Cooperman
  By: /s/Alan M. Stark
  Attorney-in-Fact
  Power of Attorney on file

ATTENTION:  INTENTIONAL  MISSTATEMENTS  OR OMISSIONS OF FACT CONSTITUTE  FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) and POWER OF ATTORNEY

     The  undersigned  persons  hereby agree that  reports on Schedule  13G, and
amendments thereto,  with respect to the Common Stock of Resource America,  Inc.
may be  filed in a single  statement  on  behalf  of each of such  persons,  and
further,  each of such  persons  designates  Alan M. Stark as his/its  agent and
Attorney-in-Fact  for the purpose of executing  any and all Schedule 13G filings
required to be made by it with the Securities and Exchange Commission.

DATED: February 8, 2013 as of December 31,2012

  By: /s/ LEON G. COOPERMAN

DATED: February 8, 2013 as of December 31,2012

Omega Charitable Partnership, L.P.
  By:  /s/Omega   Associates,   L.L.C.
       /s/ LEON G. COOPERMAN
       Managing Member

                                       6
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>