<PAGE>

    As filed with the Securities and Exchange Commission on November 8, 1996
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

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

                           DELTA FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             11-3336165
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                          1000 Woodbury Road, Suite 200
                            Woodbury, New York 11797
                                 (516) 364-8500
                    (Address of Principal Executive Offices)

             1996 Stock Option Plan of Delta Financial Corporation,
                 Delta Funding Corp. 401(k) Profit Sharing Plan
                            (Full title of the plans)

                                 HUGH I. MILLER
                             Chief Executive Officer
                           DELTA FINANCIAL CORPORATION
                          1000 Woodbury Road, Suite 200
                            Woodbury, New York 11797
                     (Name and address of agent for service)

                                 (516) 364-8500
          (Telephone number, including area code, of agent for service)
                                ________________
                                   Copies to:
                            JAMES R. TANENBAUM, Esq.
                            Stroock & Stroock & Lavan
                              Seven Hanover Square
                          New York, New York 10004-2696
                                 (212) 806-5400

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------

 Title of Each Class of     Amount to be     Proposed Maximum Offering        Proposed Maximum        Amount of
    Securities to be         Registered         Price Per Share (3)       Aggregate Offering Price   Registration
       Registered                                                                   (3)                  Fee
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                       <C>                  <C>       
 Common Stock, par value      2,200,000
     $.01 per share          shares (1)               $16.50                    $36,300,000          $11,000
-------------------------------------------------------------------------------------------------------------------
 Common Stock, par value       72,000
     $.01 per share          shares (2)               $16.50                    $ 1,188,000          $   360
-------------------------------------------------------------------------------------------------------------------
          Total               2,272,000
                               shares                 $16.50                    $37,488,000          $11,300
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of 2,200,000 shares of Common Stock of the Registrant which are
     issuable upon exercise of options which have been or will be granted under
     the 1996 Stock Option Plan of Delta Financial Corporation. This
     Registration Statement also covers an indeterminate number of shares of
     Common Stock which may be issuable by reason of stock splits, stock
     dividends or similar transactions.

(2)  Consists of 72,000 shares of Common Stock of the Registrant which may be
     purchased from time to time at market prices for participants in the Delta
     Funding Corp. 401(k) Profit Sharing Plan. In addition, pursuant to Rule
     416(c) under the Securities Act of 1933 (the "Securities Act"), this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Delta Funding Corp. 401(k) Profit
     Sharing Plan.

(3)  Calculated pursuant to Rule 457(h)(1) under the Securities Act and based
     upon the original option exercise prices for shares of Common Stock.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    Note: The documents containing the information specified in Part I of Form
          S-8 will be sent or given to participants as specified by Rule
          428(b)(1) under the Securities Act of 1933, as amended (the
          "Securities Act"). Such documents need not be filed with the
          Securities and Exchange Commission (the "Commission") either as part
          of this Registration Statement or as prospectuses or prospectus
          supplements pursuant to Rule 424 under the Securities Act. These
          documents and the documents incorporated by reference in the
          Registration Statement pursuant to Item 3 of Part II of this Form S-8,
          taken together, constitute a prospectus that meets the requirements of
          Section 10(a) of the Securities Act. See Rule 428(a)(1) under the
          Securities Act.

     This Registration Statement on Form S-8 of Delta Financial Corporation, a
Delaware corporation (the "Registrant"), covers 2,272,000 shares of the
Registrant's Common Stock, par value $.01 per share ("Common Stock"), reserved
for issuance under the following employee benefit plans of the Registrant
(collectively, the "Plans"):

          (i)  1996 Stock Option Plan of Delta Financial Corporation; and
          (ii) Delta Funding Corp. 401(k) Profit Sharing Plan.

     If necessary for a prospectus to be used for reoffers of the Registrant's
Common Stock acquired pursuant to the Plans, a prospectus prepared in accordance
with the requirements of Form S-3 will be filed as part of this Registration
Statement by means of a post-effective amendment hereto.


                                      I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

     (a)  The Registrant's prospectus filed on November 1, 1996 pursuant to Rule
          424(b) under the Securities Act;

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Securities and Exchange Act of 1934, as amended (the
          "Exchange Act"), prior to the date hereof; and

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A, dated September 3,
          1996, including any amendments thereto or reports filed for the
          purpose of updating such description.

          In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Registrant's Certificate of Incorporation eliminates, to the fullest
extent permitted by the Law of the State of Delaware, personal liability of
directors to the Registrant and its stockholders for monetary damages for breach
of fiduciary duty as directors.


     Section 145(a) of the Delaware General Corporation Law ("DGCL") provides in
relevant part that "a corporation may indemnify any person who was or is a party
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 the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful."
With respect to derivative actions, Section 145(b) of the DGCL provides in
relevant part that "[a] corporation may indemnify any person who was or is a
party 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 his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement or such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the


                                      II-1
<PAGE>

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 of
Chancery or the court in which such action or suit 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 the Court of Chancery or such other court
shall deem proper".

     Article NINTH of the Company's Certificate of Incorporation, provides:

     "To the full extent permitted by the Delaware General Corporation Law or
     any other applicable law currently or hereafter in effect, no Director of
     the Company will be personally liable to the Company or its stockholders
     for or with respect to any acts or omissions in the performance of his or
     her duties as a Director of the Company. Any repeal or modification of this
     Article Ninth will not adversely affect any right or protection of a
     Director of the Company existing prior to such repeal or modification."

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     4.1* 1996 Stock Option Plan of Delta Financial Corporation.


     4.2* Delta Funding Corp. 401(k) Profit Sharing Plan.

     5.1* Opinion of Stroock & Stroock & Lavan as to the legality of the
          securities being offered.

     23.1* Consent of KPGM Peat Marwick LLP with respect to financial statements
          of the Registrant.

     23.2* Consent of Stroock & Stroock & Lavan (included in Exhibit 5.1).

     24*  Powers of Attorney (included on p. II-4 of this Registration
          Statement).

----------
* Filed herewith.

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
               to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material changes to such information 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 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.

     (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 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 herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.


                                      II-2
<PAGE>

     (c)  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 Item 6 of this
          Registration Statement, 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.

     (d)  The undersigned Registrant hereby undertakes that the Delta Funding
          Corp. 401(k) Profit Sharing Plan has been submitted to the Internal
          Revenue Service (the "IRS") and that the Registrant has made all
          changes required by the IRS in order to qualify the Delta Funding
          Corp. 401(k) Profit Sharing Plan.


                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Town of Oyster Bay, State of New York on the 5th day of
November, 1996.

                                       DELTA FINANCIAL CORPORATION


                                       By: /s/ Hugh I. Miller
                                          ______________________________________
                                            Hugh I. Miller
                                            Chief Executive Officer
                                            and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitute and appoints Sidney A. Miller and Hugh I. Miller, and each of
them, 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) of and supplements 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, granting unto such
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

     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 indicated on the 5th day of November, 1996.

      Signature                             Capacity
      ---------                             --------

/s/ Sidney A. Miller
_______________________________             Chairman of the Board
Sidney A. Miller

/s/ Hugh I. Miller
_______________________________             Chief Executive Officer,
Hugh I. Miller                              President and Director
                                            (Principal and Executive Officer)




/s/ Richard Blass
_______________________________             Senior Vice President and
Richard Blass                               Director

/s/ Irwin Fein
_______________________________             Chief Financial Officer,
Irwin Fein                                  Secretary and Treasurer
                                            (Principal Accounting Officer)

/s/ Martin D. Payson
_______________________________             Director
Martin D. Payson

/s/ Arnold B. Pollard
_______________________________             Director
Arnold B. Pollard


                                      II-4
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Oyster Bay, State
of New York on the 5th day of November, 1996.


                               DELTA FUNDING CORP. 401(k) PROFIT SHARING PLAN



                               By: /s/ Sidney A. Miller, Trustee
                                   _____________________________________
                                   Sidney A. Miller, Trustee


                               By: /s/ Hugh I. Miller, Trustee
                                   _____________________________________
                                   Hugh I. Miller, Trustee


                                      II-5

<PAGE>

                                  EXHIBIT INDEX

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

4.1*                    1996 Stock Option Plan of Delta Financial
                        Corporation.

4.2*                    Delta Funding Corp. 401(k) Profit Sharing
                        Plan.

5.1*                    Opinion of Stroock & Stroock & Lavan as to the
                        legality of the securities being offered.

23.1*                   Consent of KPMG Peat Marwick LLP with respect
                        to financial statements of the Registrant.

23.3*                   Consent of Stroock & Stroock & Lavan (included
                        in Exhibit 5.1).

24*                     Powers of Attorney (included on p. II-4 of
                        this Registration Statement).

--------
* Filed herewith.
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{"company-data": {"conformed-name": "DELTA FINANCIAL CORP", "cik": "0001021848", "assigned-sic": "6163", "irs-number": "113336165", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15835", "film-number": "96657264"}, "business-address": {"street1": "1000 WOODBURY", "street2": "STE 200", "city": "WOODBURY", "state": "NY", "zip": "11797", "phone": "5163648500"}, "mail-address": {"street1": "1000 WOODBURY", "street2": "STE 200", "city": "WOODBURY", "state": "NY", "zip": "11797"}}
As filed with the Securities and Exchange Commission on November 8, 1996
                                                      Registration No. 333-_____

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ______________

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

                           DELTA FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                             11-3336165
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                          1000 Woodbury Road, Suite 200
                            Woodbury, New York 11797
                                 (516) 364-8500
                    (Address of Principal Executive Offices)

             1996 Stock Option Plan of Delta Financial Corporation,
                 Delta Funding Corp. 401(k) Profit Sharing Plan
                            (Full title of the plans)

                                 HUGH I. MILLER
                             Chief Executive Officer
                           DELTA FINANCIAL CORPORATION
                          1000 Woodbury Road, Suite 200
                            Woodbury, New York 11797
                     (Name and address of agent for service)

                                 (516) 364-8500
          (Telephone number, including area code, of agent for service)
                                ________________
                                   Copies to:
                            JAMES R. TANENBAUM, Esq.
                            Stroock & Stroock & Lavan
                              Seven Hanover Square
                          New York, New York 10004-2696
                                 (212) 806-5400

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

 Title of Each Class of     Amount to be     Proposed Maximum Offering        Proposed Maximum        Amount of
    Securities to be         Registered         Price Per Share (3)       Aggregate Offering Price   Registration
       Registered                                                                   (3)                  Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value      2,200,000
     $.01 per share          shares (1)               $16.50                    $36,300,000          $11,000
-------------------------------------------------------------------------------------------------------------------
 Common Stock, par value       72,000
     $.01 per share          shares (2)               $16.50                    $ 1,188,000          $   360
-------------------------------------------------------------------------------------------------------------------
          Total               2,272,000
                               shares                 $16.50                    $37,488,000          $11,300
-------------------------------------------------------------------------------------------------------------------
(1)  Consists of 2,200,000 shares of Common Stock of the Registrant which are
     issuable upon exercise of options which have been or will be granted under
     the 1996 Stock Option Plan of Delta Financial Corporation. This
     Registration Statement also covers an indeterminate number of shares of
     Common Stock which may be issuable by reason of stock splits, stock
     dividends or similar transactions.

(2)  Consists of 72,000 shares of Common Stock of the Registrant which may be
     purchased from time to time at market prices for participants in the Delta
     Funding Corp. 401(k) Profit Sharing Plan. In addition, pursuant to Rule
     416(c) under the Securities Act of 1933 (the "Securities Act"), this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Delta Funding Corp. 401(k) Profit
     Sharing Plan.

(3)  Calculated pursuant to Rule 457(h)(1) under the Securities Act and based
     upon the original option exercise prices for shares of Common Stock.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

    Note: The documents containing the information specified in Part I of Form
          S-8 will be sent or given to participants as specified by Rule
          428(b)(1) under the Securities Act of 1933, as amended (the
          "Securities Act"). Such documents need not be filed with the
          Securities and Exchange Commission (the "Commission") either as part
          of this Registration Statement or as prospectuses or prospectus
          supplements pursuant to Rule 424 under the Securities Act. These
          documents and the documents incorporated by reference in the
          Registration Statement pursuant to Item 3 of Part II of this Form S-8,
          taken together, constitute a prospectus that meets the requirements of
          Section 10(a) of the Securities Act. See Rule 428(a)(1) under the
          Securities Act.

     This Registration Statement on Form S-8 of Delta Financial Corporation, a
Delaware corporation (the "Registrant"), covers 2,272,000 shares of the
Registrant's Common Stock, par value $.01 per share ("Common Stock"), reserved
for issuance under the following employee benefit plans of the Registrant
(collectively, the "Plans"):

          (i)  1996 Stock Option Plan of Delta Financial Corporation; and
          (ii) Delta Funding Corp. 401(k) Profit Sharing Plan.

     If necessary for a prospectus to be used for reoffers of the Registrant's
Common Stock acquired pursuant to the Plans, a prospectus prepared in accordance
with the requirements of Form S-3 will be filed as part of this Registration
Statement by means of a post-effective amendment hereto.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by the Registrant with the Commission are
incorporated herein by reference:

     (a)  The Registrant's prospectus filed on November 1, 1996 pursuant to Rule
          424(b) under the Securities Act;

     (b)  All other reports filed by the Registrant pursuant to Section 13(a) or
          15(d) of the Securities and Exchange Act of 1934, as amended (the
          "Exchange Act"), prior to the date hereof; and

     (c)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A, dated September 3,
          1996, including any amendments thereto or reports filed for the
          purpose of updating such description.

          In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.

     Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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 statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Registrant's Certificate of Incorporation eliminates, to the fullest
extent permitted by the Law of the State of Delaware, personal liability of
directors to the Registrant and its stockholders for monetary damages for breach
of fiduciary duty as directors.

     Section 145(a) of the Delaware General Corporation Law ("DGCL") provides in
relevant part that "a corporation may indemnify any person who was or is a party
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 the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 conduct was unlawful."
With respect to derivative actions, Section 145(b) of the DGCL provides in
relevant part that "[a] corporation may indemnify any person who was or is a
party 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 his service in one of the capacities
specified in the preceding sentence] against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement or such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the

                                      II-1
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 of
Chancery or the court in which such action or suit 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 the Court of Chancery or such other court
shall deem proper".

     Article NINTH of the Company's Certificate of Incorporation, provides:

     "To the full extent permitted by the Delaware General Corporation Law or
     any other applicable law currently or hereafter in effect, no Director of
     the Company will be personally liable to the Company or its stockholders
     for or with respect to any acts or omissions in the performance of his or
     her duties as a Director of the Company. Any repeal or modification of this
     Article Ninth will not adversely affect any right or protection of a
     Director of the Company existing prior to such repeal or modification."

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     4.1* 1996 Stock Option Plan of Delta Financial Corporation.

     4.2* Delta Funding Corp. 401(k) Profit Sharing Plan.

     5.1* Opinion of Stroock & Stroock & Lavan as to the legality of the
          securities being offered.

     23.1* Consent of KPGM Peat Marwick LLP with respect to financial statements
          of the Registrant.

     23.2* Consent of Stroock & Stroock & Lavan (included in Exhibit 5.1).

     24*  Powers of Attorney (included on p. II-4 of this Registration
          Statement).

----------
* Filed herewith.

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
               to include any material information with respect to the plan of
               distribution not previously disclosed in the Registration
               Statement or any material changes to such information 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 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.

     (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 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 herein, and the offering of such securities at that
          time shall be deemed to be the initial bona fide offering thereof.

                                      II-2
(c)  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 Item 6 of this
          Registration Statement, 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.

     (d)  The undersigned Registrant hereby undertakes that the Delta Funding
          Corp. 401(k) Profit Sharing Plan has been submitted to the Internal
          Revenue Service (the "IRS") and that the Registrant has made all
          changes required by the IRS in order to qualify the Delta Funding
          Corp. 401(k) Profit Sharing Plan.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Town of Oyster Bay, State of New York on the 5th day of
November, 1996.

                                       DELTA FINANCIAL CORPORATION

                                       By: /s/ Hugh I. Miller
                                          ______________________________________
                                            Hugh I. Miller
                                            Chief Executive Officer
                                            and President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitute and appoints Sidney A. Miller and Hugh I. Miller, and each of
them, 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) of and supplements 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, granting unto such
attorneys-in-fact and agents and each of them full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, to all intents and purposes and as fully as they might or
could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

     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 indicated on the 5th day of November, 1996.

      Signature                             Capacity
      ---------                             --------

/s/ Sidney A. Miller
_______________________________             Chairman of the Board
Sidney A. Miller

/s/ Hugh I. Miller
_______________________________             Chief Executive Officer,
Hugh I. Miller                              President and Director
                                            (Principal and Executive Officer)

/s/ Richard Blass
_______________________________             Senior Vice President and
Richard Blass                               Director

/s/ Irwin Fein
_______________________________             Chief Financial Officer,
Irwin Fein                                  Secretary and Treasurer
                                            (Principal Accounting Officer)

/s/ Martin D. Payson
_______________________________             Director
Martin D. Payson

/s/ Arnold B. Pollard
_______________________________             Director
Arnold B. Pollard

                                      II-4
Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees have duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Oyster Bay, State
of New York on the 5th day of November, 1996.

                               DELTA FUNDING CORP. 401(k) PROFIT SHARING PLAN

                               By: /s/ Sidney A. Miller, Trustee
                                   _____________________________________
                                   Sidney A. Miller, Trustee

                               By: /s/ Hugh I. Miller, Trustee
                                   _____________________________________
                                   Hugh I. Miller, Trustee

                                      II-5
EXHIBIT INDEX

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

4.1*                    1996 Stock Option Plan of Delta Financial
                        Corporation.

4.2*                    Delta Funding Corp. 401(k) Profit Sharing
                        Plan.

5.1*                    Opinion of Stroock & Stroock & Lavan as to the
                        legality of the securities being offered.

23.1*                   Consent of KPMG Peat Marwick LLP with respect
                        to financial statements of the Registrant.

23.3*                   Consent of Stroock & Stroock & Lavan (included
                        in Exhibit 5.1).

24*                     Powers of Attorney (included on p. II-4 of
                        this Registration Statement).

--------
* Filed herewith.