<PAGE>
                                                                 

   As filed with the Securities and Exchange Commission on October 18, 1995
                                                  Registration No. 33 -
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      -----------------------------------
                                       
                         RELIANCE GROUP HOLDINGS, INC.
              (Exact name of issuer as specified in its charter)


         Delaware                                          13-3082071
(State or other Jurisdiction                               (I.R.S. Employer
      of Incorporation or                                  Identification No.)
         Organization)

                               Park Avenue Plaza
                              55 East 52nd Street
                              New York, New York         10055
              (Address of Principal Executive Offices) (Zip Code)

                         RELIANCE GROUP HOLDINGS, INC.
                            1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

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


                           Howard E. Steinberg, Esq.
        Senior Vice President, General Counsel and Corporate Secretary
                         Reliance Group Holdings, Inc.
                               Park Avenue Plaza
                              55 East 52nd Street
                           New York, New York 10055
                    (Name and address of agent for service)
                                       
                                (212) 909-1100
         (Telephone Number, Including Area Code, of Agent for Service)

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



<PAGE>


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

                                                              Proposed            Proposed
                                                              maximum             maximum
                                                              offering            aggregate               Amount of
Title of securities                   Amount to be            price               offering                registration
to be registered                      registered              per share (1)       price (1)               fee
- ------------------                    -----------------       -------------       -------------           ------------
<S>                                  <C>                      <C>                 <C>                     <C>
common stock, $.10
par value per share                   2,500,000 shares          $7.563            $18,907,500             $6,519.83
(the "Common Stock")
</TABLE>
- -----------------------------------

(1)      The proposed  maximum offering price per share and the proposed maximum
         aggregate  offering  price are  calculated  solely  for the  purpose of
         determining  the  registration  fee  pursuant to Rule 457(h)  under the
         Securities Act of 1933, as amended,  based upon the average of the high
         and low prices of the Common Stock on October 11, 1995,  as reported on
         the New York Stock Exchange Composite Tape.


<PAGE>

                                    PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Information Incorporated by Reference.

         There  are  hereby  incorporated  by  reference  in  this  registration
statement the following  documents and information  heretofore filed by Reliance
Group Holdings,  Inc.  ("Reliance Group Holdings") under the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act") with the  Securities and Exchange
Commission (the "Commission"):

         (1)      Reliance Group Holdings' annual report on Form 10-K for the 
                  year ended December 31, 1994;

         (2)      Reliance Group Holdings' quarterly reports on Form 10-Q for 
                  the quarters ended March 31, 1995 and June 30, 1995;

         (3)      All other reports filed by Reliance Group Holdings pursuant to
                  Section 13(a) or 15(d) of the Exchange Act since  December 31,
                  1994; and


         (4)      The  description  of the Common  Stock which is  contained  in
                  Reliance Group  Holdings'  registration  statement filed under
                  Section 12 of the Exchange  Act,  including  any  amendment or
                  report filed for the purpose of updating such description.

         All reports and other  documents  subsequently  filed by Reliance Group
Holdings  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
after  the date of this  registration  statement  and  prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of the filing of such reports and other documents.


Item 4.   Description of Securities.

         Not applicable.


Item 5.   Interests of Named Experts and Counsel.

         The legality of the Common Stock being registered hereby has been
passed upon by Howard E. Steinberg, Esq., Senior Vice President, General Counsel
and Corporate Secretary of

                                     II-1

<PAGE>


Reliance Group Holdings.  Mr.  Steinberg owns 100,000 shares of Common Stock and
options to  purchase  an  additional  525,000  shares of Common  Stock under the
Reliance  Group  Holdings,  Inc. 1986 Stock Option Plan, as amended  (225,500 of
which options were  exercisable  as of December 31, 1994).  Mr.  Steinberg  also
holds 5,000 shares of Common Stock and warrants to purchase 202 shares of Common
Stock as trustee for his  daughter and 5,000 shares of Common Stock and warrants
to  purchase  202 shares of Common  Stock as trustee  for his son,  as to all of
which shares and warrants he disclaims beneficial  ownership.  Mr. Steinberg has
participated  in certain  investments  involving  Reliance  Group  Holdings  and
certain of its subsidiaries.  He participates in the Reliance  Insurance Company
Savings  Incentive Plan and, as of December 31, 1994,  had a vested  interest in
9,781 shares of Common Stock under such plan.


Item 6.   Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of  Delaware  permits  a
Delaware corporation to indemnify any person who was, is, or is threatened to be
made,  a  party  to  any  threatened,  pending  or  completed  action,  suit  or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action by or in the  right of such  corporation)  by reason of the fact that
such  person  is or  was  an  officer,  director,  employee  or  agent  of  such

corporation,  or is or was  serving  at the  request  of such  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust  or  other  enterprise.   The  indemnity  may  include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  that such  person  acted in good  faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify any person who was, is, or is threatened to
be made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact  that such  person  is or was a  director,  officer,  employee  or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
indemnity  may  include  expenses  (including   attorneys'  fees)  actually  and
reasonably  incurred by such person in connection with the defense or settlement
of such  action,  suit or  proceeding,  provided  that such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no  indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which  such  action,  suit or  proceeding  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which such court shall deem proper.  To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any

                                     II-2

<PAGE>

action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter therein,  such person shall be indemnified against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.

         The Certificate of Incorporation and By-Laws of Reliance Group Holdings
require  Reliance  Group Holdings to indemnify its directors and officers to the
fullest  extent  permitted by Delaware  law. The  Certificate  of  Incorporation
provides that no director of Reliance Group Holdings shall be personally  liable
to Reliance Group Holdings or its  stockholders  for monetary damages for breach
of  fiduciary  duty as a  director,  provided  that  such  provision  shall  not
eliminate the liability of a director (i) for any breach of the director's  duty
of loyalty to the  corporation or its  stockholders,  (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 General  Corporation Law of Delaware,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  Such  provision does not eliminate the liability of a director for any
act or omission occurring prior to July 22, 1986.

         Article  VIII of the By-laws of Reliance  Group  Holdings  provides for
indemnification  of the officers and directors of Reliance Group Holdings to the
full extent permitted by law, as now in effect or later amended.  The By-laws of

Reliance  Group  Holdings also provide that by action of the Board of Directors,
notwithstanding  any interest of the  directors in such action,  Reliance  Group
Holdings may purchase  and maintain  insurance,  in such amounts as the Board of
Directors  may  deem  appropriate,  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of Reliance  Group  Holdings or is or was
serving at the  request of  Reliance  Group  Holdings  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such,  whether or not Reliance  Group Holdings would have the power to indemnify
such a person against such liability under applicable law.

         Without in any way  limiting  the  generality  of  Article  VIII of the
By-laws of Reliance Group Holdings, such Article VIII specifically provides that
expenses  incurred by an officer or  director  in  defending a civil or criminal
action,  suit or proceeding  shall be paid by Reliance Group Holdings in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such officer or director to repay such amount if
it shall  ultimately be determined that such officer or director is not entitled
to be indemnified by Reliance Group Holdings as authorized in Section 145 of the
General Corporation Law of Delaware.

         Reliance Group Holdings has entered into  agreements with its directors
and certain of its officers whereby Reliance Group Holdings shall indemnify such
persons  for  all  damages,   judgments,   settlements   and  costs,   costs  of
investigation,  and costs of defense of legal actions (other than fines or other
obligations which Reliance Group Holdings is prohibited by

                                     II-3

<PAGE>

applicable law from paying for any reason),  because of any claim or claims made
against  such  persons  of any act or  omission  or  neglect  or  breach of duty
including  any actual or alleged  error or  misstatement  committed  or suffered
while  acting in the  capacity  and solely  because of such  capacity as officer
and/or director.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act") may be permitted to directors,
officers and  controlling  persons of Reliance  Group  Holdings  pursuant to the
foregoing  provisions,  or otherwise,  Reliance Group Holdings has been informed
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.


Item 7.   Exemption from Registration Claimed.

         Not applicable.


Item 8.   Exhibits.


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

         4             Reliance Group Holdings, Inc. 1994 Stock Option Plan
                       (incorporated by reference to Reliance Group Holdings' 
                       Quarterly Report on Form 10-Q for the quarter ended
                       June 30, 1994).

         5             Opinion of Howard E. Steinberg, Esq. as to the legality 
                       of the securities being registered.

         23.1          Consent of Deloitte & Touche LLP.

         23.2          Consent of Howard E. Steinberg, Esq. (included in 
                       Exhibit 5).

         24            Power of Attorney executed by certain officers and 
                       directors of Reliance Group Holdings, Inc. (included at 
                       Page II-7).


Item 9.   Undertakings.

(a)  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;

                                       
                                     II-4

<PAGE>


                 (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; and

                 (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 (a)(1)(i) and (a)(1)(ii) do not apply
        if the  registration  statement  is on  Form  S-3 or Form  S-8,  and the
        information  required to be included in a  post-effective  amendment  by
        those   paragraphs  is  contained  in  periodic  reports  filed  by  the
        registrant  pursuant to Section 13 or 15(d) of the Exchange Act that are
        incorporated by reference in the registration statement.


                 (2) That,  for the purpose of determining  any liability  under
        the Securities Act, 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 the 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.

        (b) 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 Section 13(a) or 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.

        (c) The undersigned  registrant hereby undertakes to deliver or cause to
be delivered  with the  prospectus,  to each employee to whom the  prospectus is
sent or given, a copy of the registrant's  annual report to stockholders for its
last fiscal year,  unless such  employee  otherwise  has received a copy of such
report,  in which case the registrant shall state in the prospectus that it will
promptly  furnish,  without  charge,  a copy of such  report on  written or oral
request of the  employee.  If the last fiscal year of the  registrant  has ended
within 120 days  prior to the use of the  prospectus,  the annual  report of the
registrant  for the preceding  fiscal year may be so delivered,  but within such
120-day  period the annual  report for the last fiscal year will be furnished to
each such employee.

        (d) The undersigned registrant hereby undertakes to transmit or cause to
be transmitted to all employees  participating  in the plan who do not otherwise
receive such material as

                                     II-5

<PAGE>

stockholders of the  registrant,  at the time and in the manner such material is
sent to its  stockholders,  copies of all reports,  proxy  statements  and other
communications distributed to its stockholders generally.

        (e)  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  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  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-6

<PAGE>
                                  SIGNATURES
                                  ----------

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of  New York, on  October 18,
1995.

                                              RELIANCE GROUP  HOLDINGS,  INC.

                                              By:   /s/ Saul P. Steinberg
                                                  ------------------------------
                                                    Saul P. Steinberg
                                                    Chairman of the Board and
                                                    Chief Executive Officer


        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Saul P. Steinberg,  George E. Bello and Howard E.
Steinberg,   and  each  of  them  acting  individually,   his  true  and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name,  place and stead, in any and all capacities to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same, with all exhibits thereto, and other documents
in connection  therewith,  with the Securities and Exchange  Commission,  and to
take such actions in, and file with the  appropriate  authorities  in,  whatever
states said  attorneys-in-fact  and agents,  and each of them,  shall determine,
such applications,  statements, consents and other documents as may be necessary
or expedient to register  securities of the registrant  for sale,  granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof and the  registrant  hereby confers like
authority on its behalf.

                                     II-7
<PAGE>

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


<TABLE>
<CAPTION>

Signature                                  Title                              Date
- ---------                                  -----                              ----
<S>                                        <C>                                <C>
                                           Chairman of the Board,
/s/ Saul P. Steinberg                      Principal Executive
- -------------------------------------      Officer and Director               October 18, 1995
Saul P. Steinberg

/s/ George E. Bello                        Principal Accounting
- -------------------------------------      Officer and Director               October 18, 1995
George E. Bello

/s/ Lowell C. Freiberg                     Principal Financial
- -------------------------------------      Officer and Director               October 18, 1995
Lowell C. Freiberg

/s/ George R. Baker
- -------------------------------------      Director                           October 18, 1995
George R. Baker

/s/ Carter Burden
- -------------------------------------      Director                           October 18, 1995
Carter Burden

/s/ Dennis A. Busti
- -------------------------------------      Director                           October 18, 1995
Dennis A. Busti

/s/ Thomas P. Gerrity
- -------------------------------------      Director                           October 18, 1995
Thomas P. Gerrity

/s/ Jewell J. McCabe
- -------------------------------------      Director                           October 18, 1995
Jewell J. McCabe

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


Signature                                  Title                              Date
- ---------                                  -----                              ----
<S>                                        <C>                                <C>
/s/ Irving Schneider
- -------------------------------------      Director                           October 18, 1995
Irving Schneider

/s/ Bernard L. Schwartz
- -------------------------------------      Director                           October 18, 1995
Bernard L. Schwartz

/s/ Richard E. Snyder
- -------------------------------------      Director                           October 18, 1995
Richard E. Snyder

/s/ Thomas J. Stanton, Jr.
- -------------------------------------      Director                           October 18, 1995
Thomas J. Stanton, Jr.

/s/ Robert M. Steinberg
- -------------------------------------      Director                           October 18, 1995
Robert M. Steinberg

/s/ James E. Yacobucci
- -------------------------------------      Director                           October 18, 1995
James E. Yacobucci

</TABLE>


<PAGE>

                         RELIANCE GROUP HOLDINGS, INC.
                            1994 STOCK OPTION PLAN


                                 EXHIBIT INDEX


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

4             Reliance Group Holdings, Inc. 1994 Stock Option
              Plan (incorporated by reference to Reliance 
              Group Holdings' Quarterly Report on Form 10-Q
              for the quarter ended June 30, 1994).

5             Opinion of Howard E. Steinberg, Esq. as to the
              legality of the securities being registered.

23.1          Consent of Deloitte & Touche LLP.

23.2          Consent of Howard E. Steinberg, Esq. (contained
              in Exhibit 5).

24            Power of Attorney (included at Page II-7).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 26517}]
{"company-data": {"conformed-name": "RELIANCE GROUP HOLDINGS INC", "cik": "0000356395", "assigned-sic": "6331", "irs-number": "133082071", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63517", "film-number": "95581550"}, "business-address": {"street1": "PARK AVE PLZ", "street2": "55 E 52ND ST-29TH FL", "city": "NEW YORK", "state": "NY", "zip": "10055", "phone": "2129091100"}, "mail-address": {"street1": "PARK AVENUE PLAZA", "street2": "55 EAST 52ND STREET 29TH FL", "city": "NEW YORK", "state": "NY", "zip": "10055"}, "former-company": {"former-conformed-name": "RELIANCE FINANCIAL GROUP INC", "date-changed": "19820411"}}
As filed with the Securities and Exchange Commission on October 18, 1995
                                                  Registration No. 33 -
- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                      -----------------------------------
                                       
                         RELIANCE GROUP HOLDINGS, INC.
              (Exact name of issuer as specified in its charter)

         Delaware                                          13-3082071
(State or other Jurisdiction                               (I.R.S. Employer
      of Incorporation or                                  Identification No.)
         Organization)

                               Park Avenue Plaza
                              55 East 52nd Street
                              New York, New York         10055
              (Address of Principal Executive Offices) (Zip Code)

                         RELIANCE GROUP HOLDINGS, INC.
                            1994 STOCK OPTION PLAN
                           (Full Title of the Plan)

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

                           Howard E. Steinberg, Esq.
        Senior Vice President, General Counsel and Corporate Secretary
                         Reliance Group Holdings, Inc.
                               Park Avenue Plaza
                              55 East 52nd Street
                           New York, New York 10055
                    (Name and address of agent for service)
                                       
                                (212) 909-1100
         (Telephone Number, Including Area Code, of Agent for Service)

                      -----------------------------------
CALCULATION OF REGISTRATION FEE

                                                              Proposed            Proposed
                                                              maximum             maximum
                                                              offering            aggregate               Amount of
Title of securities                   Amount to be            price               offering                registration
to be registered                      registered              per share (1)       price (1)               fee
- ------------------                    -----------------       -------------       -------------           ------------
common stock, $.10
par value per share                   2,500,000 shares          $7.563            $18,907,500             $6,519.83
(the "Common Stock")
- -----------------------------------

(1)      The proposed  maximum offering price per share and the proposed maximum
         aggregate  offering  price are  calculated  solely  for the  purpose of
         determining  the  registration  fee  pursuant to Rule 457(h)  under the
         Securities Act of 1933, as amended,  based upon the average of the high
         and low prices of the Common Stock on October 11, 1995,  as reported on
         the New York Stock Exchange Composite Tape.
PART II
                                       
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Information Incorporated by Reference.

         There  are  hereby  incorporated  by  reference  in  this  registration
statement the following  documents and information  heretofore filed by Reliance
Group Holdings,  Inc.  ("Reliance Group Holdings") under the Securities Exchange
Act of 1934, as amended (the  "Exchange  Act") with the  Securities and Exchange
Commission (the "Commission"):

         (1)      Reliance Group Holdings' annual report on Form 10-K for the 
                  year ended December 31, 1994;

         (2)      Reliance Group Holdings' quarterly reports on Form 10-Q for 
                  the quarters ended March 31, 1995 and June 30, 1995;

         (3)      All other reports filed by Reliance Group Holdings pursuant to
                  Section 13(a) or 15(d) of the Exchange Act since  December 31,
                  1994; and

         (4)      The  description  of the Common  Stock which is  contained  in
                  Reliance Group  Holdings'  registration  statement filed under
                  Section 12 of the Exchange  Act,  including  any  amendment or
                  report filed for the purpose of updating such description.

         All reports and other  documents  subsequently  filed by Reliance Group
Holdings  pursuant to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act,
after  the date of this  registration  statement  and  prior to the  filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this registration  statement and to be
a part hereof from the date of the filing of such reports and other documents.

Item 4.   Description of Securities.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         The legality of the Common Stock being registered hereby has been
passed upon by Howard E. Steinberg, Esq., Senior Vice President, General Counsel
and Corporate Secretary of

                                     II-1
Reliance Group Holdings.  Mr.  Steinberg owns 100,000 shares of Common Stock and
options to  purchase  an  additional  525,000  shares of Common  Stock under the
Reliance  Group  Holdings,  Inc. 1986 Stock Option Plan, as amended  (225,500 of
which options were  exercisable  as of December 31, 1994).  Mr.  Steinberg  also
holds 5,000 shares of Common Stock and warrants to purchase 202 shares of Common
Stock as trustee for his  daughter and 5,000 shares of Common Stock and warrants
to  purchase  202 shares of Common  Stock as trustee  for his son,  as to all of
which shares and warrants he disclaims beneficial  ownership.  Mr. Steinberg has
participated  in certain  investments  involving  Reliance  Group  Holdings  and
certain of its subsidiaries.  He participates in the Reliance  Insurance Company
Savings  Incentive Plan and, as of December 31, 1994,  had a vested  interest in
9,781 shares of Common Stock under such plan.

Item 6.   Indemnification of Directors and Officers.

         Section  145 of the  General  Corporation  Law of  Delaware  permits  a
Delaware corporation to indemnify any person who was, is, or is threatened to be
made,  a  party  to  any  threatened,  pending  or  completed  action,  suit  or
proceeding, whether civil, criminal, administrative or investigative (other than
an  action by or in the  right of such  corporation)  by reason of the fact that
such  person  is or  was  an  officer,  director,  employee  or  agent  of  such

corporation,  or is or was  serving  at the  request  of such  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust  or  other  enterprise.   The  indemnity  may  include  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by such person in connection with such action,
suit or  proceeding,  provided  that such  person  acted in good  faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
A Delaware corporation may indemnify any person who was, is, or is threatened to
be made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact  that such  person  is or was a  director,  officer,  employee  or agent of
another corporation,  partnership, joint venture, trust or other enterprise. The
indemnity  may  include  expenses  (including   attorneys'  fees)  actually  and
reasonably  incurred by such person in connection with the defense or settlement
of such  action,  suit or  proceeding,  provided  that such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no  indemnification  shall
be made in respect of any claim,  issue or matter as to which such person  shall
have been adjudged to be liable to the corporation unless and only to the extent
that the court in which  such  action,  suit or  proceeding  was  brought  shall
determine upon  application  that,  despite the adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses  which such court shall deem proper.  To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any

                                     II-2
action,  suit or proceeding referred to above, or in defense of any claim, issue
or matter therein,  such person shall be indemnified against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.

         The Certificate of Incorporation and By-Laws of Reliance Group Holdings
require  Reliance  Group Holdings to indemnify its directors and officers to the
fullest  extent  permitted by Delaware  law. The  Certificate  of  Incorporation
provides that no director of Reliance Group Holdings shall be personally  liable
to Reliance Group Holdings or its  stockholders  for monetary damages for breach
of  fiduciary  duty as a  director,  provided  that  such  provision  shall  not
eliminate the liability of a director (i) for any breach of the director's  duty
of loyalty to the  corporation or its  stockholders,  (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 General  Corporation Law of Delaware,  or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.  Such  provision does not eliminate the liability of a director for any
act or omission occurring prior to July 22, 1986.

         Article  VIII of the By-laws of Reliance  Group  Holdings  provides for
indemnification  of the officers and directors of Reliance Group Holdings to the
full extent permitted by law, as now in effect or later amended.  The By-laws of

Reliance  Group  Holdings also provide that by action of the Board of Directors,
notwithstanding  any interest of the  directors in such action,  Reliance  Group
Holdings may purchase  and maintain  insurance,  in such amounts as the Board of
Directors  may  deem  appropriate,  on  behalf  of  any  person  who is or was a
director,  officer,  employee or agent of Reliance  Group  Holdings or is or was
serving at the  request of  Reliance  Group  Holdings  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
by such person in any such capacity,  or arising out of such person's  status as
such,  whether or not Reliance  Group Holdings would have the power to indemnify
such a person against such liability under applicable law.

         Without in any way  limiting  the  generality  of  Article  VIII of the
By-laws of Reliance Group Holdings, such Article VIII specifically provides that
expenses  incurred by an officer or  director  in  defending a civil or criminal
action,  suit or proceeding  shall be paid by Reliance Group Holdings in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such officer or director to repay such amount if
it shall  ultimately be determined that such officer or director is not entitled
to be indemnified by Reliance Group Holdings as authorized in Section 145 of the
General Corporation Law of Delaware.

         Reliance Group Holdings has entered into  agreements with its directors
and certain of its officers whereby Reliance Group Holdings shall indemnify such
persons  for  all  damages,   judgments,   settlements   and  costs,   costs  of
investigation,  and costs of defense of legal actions (other than fines or other
obligations which Reliance Group Holdings is prohibited by

                                     II-3
applicable law from paying for any reason),  because of any claim or claims made
against  such  persons  of any act or  omission  or  neglect  or  breach of duty
including  any actual or alleged  error or  misstatement  committed  or suffered
while  acting in the  capacity  and solely  because of such  capacity as officer
and/or director.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933,  as amended (the  "Securities  Act") may be permitted to directors,
officers and  controlling  persons of Reliance  Group  Holdings  pursuant to the
foregoing  provisions,  or otherwise,  Reliance Group Holdings has been informed
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.

Item 7.   Exemption from Registration Claimed.

         Not applicable.

Item 8.   Exhibits.

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

         4             Reliance Group Holdings, Inc. 1994 Stock Option Plan
                       (incorporated by reference to Reliance Group Holdings' 
                       Quarterly Report on Form 10-Q for the quarter ended
                       June 30, 1994).

         5             Opinion of Howard E. Steinberg, Esq. as to the legality 
                       of the securities being registered.

         23.1          Consent of Deloitte & Touche LLP.

         23.2          Consent of Howard E. Steinberg, Esq. (included in 
                       Exhibit 5).

         24            Power of Attorney executed by certain officers and 
                       directors of Reliance Group Holdings, Inc. (included at 
                       Page II-7).

Item 9.   Undertakings.

(a)  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;

                                       
                                     II-4
(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; and

                 (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 (a)(1)(i) and (a)(1)(ii) do not apply
        if the  registration  statement  is on  Form  S-3 or Form  S-8,  and the
        information  required to be included in a  post-effective  amendment  by
        those   paragraphs  is  contained  in  periodic  reports  filed  by  the
        registrant  pursuant to Section 13 or 15(d) of the Exchange Act that are
        incorporated by reference in the registration statement.

                 (2) That,  for the purpose of determining  any liability  under
        the Securities Act, 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 the 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.

        (b) 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 Section 13(a) or 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.

        (c) The undersigned  registrant hereby undertakes to deliver or cause to
be delivered  with the  prospectus,  to each employee to whom the  prospectus is
sent or given, a copy of the registrant's  annual report to stockholders for its
last fiscal year,  unless such  employee  otherwise  has received a copy of such
report,  in which case the registrant shall state in the prospectus that it will
promptly  furnish,  without  charge,  a copy of such  report on  written or oral
request of the  employee.  If the last fiscal year of the  registrant  has ended
within 120 days  prior to the use of the  prospectus,  the annual  report of the
registrant  for the preceding  fiscal year may be so delivered,  but within such
120-day  period the annual  report for the last fiscal year will be furnished to
each such employee.

        (d) The undersigned registrant hereby undertakes to transmit or cause to
be transmitted to all employees  participating  in the plan who do not otherwise
receive such material as

                                     II-5
stockholders of the  registrant,  at the time and in the manner such material is
sent to its  stockholders,  copies of all reports,  proxy  statements  and other
communications distributed to its stockholders generally.

        (e)  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  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  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-6
SIGNATURES
                                  ----------

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of  New York, on  October 18,
1995.

                                              RELIANCE GROUP  HOLDINGS,  INC.

                                              By:   /s/ Saul P. Steinberg
                                                  ------------------------------
                                                    Saul P. Steinberg
                                                    Chairman of the Board and
                                                    Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Saul P. Steinberg,  George E. Bello and Howard E.
Steinberg,   and  each  of  them  acting  individually,   his  true  and  lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name,  place and stead, in any and all capacities to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement,  and to file the same, with all exhibits thereto, and other documents
in connection  therewith,  with the Securities and Exchange  Commission,  and to
take such actions in, and file with the  appropriate  authorities  in,  whatever
states said  attorneys-in-fact  and agents,  and each of them,  shall determine,
such applications,  statements, consents and other documents as may be necessary
or expedient to register  securities of the registrant  for sale,  granting unto
said  attorneys-in-fact  and agents full power and  authority  to do and perform
each and every act and thing  requisite or necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them, or their or his substitute or  substitutes,  may lawfully
do or cause to be done by virtue hereof and the  registrant  hereby confers like
authority on its behalf.

                                     II-7
Pursuant to the  requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                                  Title                              Date
- ---------                                  -----                              ----
Chairman of the Board,
/s/ Saul P. Steinberg                      Principal Executive
- -------------------------------------      Officer and Director               October 18, 1995
Saul P. Steinberg

/s/ George E. Bello                        Principal Accounting
- -------------------------------------      Officer and Director               October 18, 1995
George E. Bello

/s/ Lowell C. Freiberg                     Principal Financial
- -------------------------------------      Officer and Director               October 18, 1995
Lowell C. Freiberg

/s/ George R. Baker
- -------------------------------------      Director                           October 18, 1995
George R. Baker

/s/ Carter Burden
- -------------------------------------      Director                           October 18, 1995
Carter Burden

/s/ Dennis A. Busti
- -------------------------------------      Director                           October 18, 1995
Dennis A. Busti

/s/ Thomas P. Gerrity
- -------------------------------------      Director                           October 18, 1995
Thomas P. Gerrity

/s/ Jewell J. McCabe
- -------------------------------------      Director                           October 18, 1995
Jewell J. McCabe
Signature                                  Title                              Date
- ---------                                  -----                              ----
/s/ Irving Schneider
- -------------------------------------      Director                           October 18, 1995
Irving Schneider

/s/ Bernard L. Schwartz
- -------------------------------------      Director                           October 18, 1995
Bernard L. Schwartz

/s/ Richard E. Snyder
- -------------------------------------      Director                           October 18, 1995
Richard E. Snyder

/s/ Thomas J. Stanton, Jr.
- -------------------------------------      Director                           October 18, 1995
Thomas J. Stanton, Jr.

/s/ Robert M. Steinberg
- -------------------------------------      Director                           October 18, 1995
Robert M. Steinberg

/s/ James E. Yacobucci
- -------------------------------------      Director                           October 18, 1995
James E. Yacobucci
RELIANCE GROUP HOLDINGS, INC.
                            1994 STOCK OPTION PLAN

                                 EXHIBIT INDEX

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

4             Reliance Group Holdings, Inc. 1994 Stock Option
              Plan (incorporated by reference to Reliance 
              Group Holdings' Quarterly Report on Form 10-Q
              for the quarter ended June 30, 1994).

5             Opinion of Howard E. Steinberg, Esq. as to the
              legality of the securities being registered.

23.1          Consent of Deloitte & Touche LLP.

23.2          Consent of Howard E. Steinberg, Esq. (contained
              in Exhibit 5).

24            Power of Attorney (included at Page II-7).