<PAGE>

   As filed with the Securities and Exchange Commission on February 7, 1997
                                                   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.
                          EMPLOYEE STOCK PURCHASE 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>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                    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            10,000,000 shares    $9.0625          $90,625,000      $27,462.12
(the "Common Stock")
</TABLE>

(1)      Estimated 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 February 3, 1997, 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, 1995;

         (2)      Reliance Group Holdings' quarterly reports on Form 10-Q for
                  the quarters ended March 31, 1996, June 30, 1996 and
                  September 30, 1996;

         (3)      All other reports filed by Reliance Group Holdings pursuant
                  to Section 13(a) or 15(d) of the Exchange Act since December
                  31, 1995; 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 Reliance Group Holdings. Mr. Steinberg owns 100,000
shares of Common Stock and options to purchase an additional 750,000 shares of
Common Stock under the Reliance Group Holdings, Inc.

                                      II-2


<PAGE>


1986 Stock Option Plan, as amended, and the Reliance Group Holdings, Inc. 1994
Stock Option Plan (468,750 of which options were exercisable as of September 30,
1996). 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, 1996,
had a vested interest in 15,333 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
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 

                                      II-3

<PAGE>


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 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

                                      II-4

<PAGE>


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. Employee Stock Purchase Plan

         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) 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;

                                      II-5

<PAGE>


        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) 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 February 7, 1997.

                                          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.



<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.

Signature                         Title                      Date
---------                         -----                      ----

                                  Chairman of the Board,
                                  Principal Executive
/s/ Saul P. Steinberg             Officer and Director       February 7, 1997
--------------------------
Saul P. Steinberg


                                  Principal Accounting
/s/ George E. Bello               Officer and Director       February 7, 1997
--------------------------
George E. Bello


                                  Principal Financial
/s/ Lowell C. Freiberg            Officer and Director       February 7, 1997
--------------------------
Lowell C. Freiberg


/s/ George R. Baker               Director                   February 7, 1997
--------------------------
George R. Baker


/s/ Dennis A. Busti               Director                   February 7, 1997
--------------------------
Dennis A. Busti


                                  Director                   February 7, 1997
--------------------------
Thomas P. Gerrity


/s/ Jewell J. McCabe              Director                   February 7, 1997
--------------------------
Jewell J. McCabe


/s/ Irving Schneider              Director                   February 7, 1997
--------------------------
Irving Schneider



<PAGE>

Signature                         Title                      Date
---------                         -----                      ----


/s/ Bernard L. Schwartz           Director                   February 7, 1997
--------------------------
Bernard L. Schwartz


/s/ Richard E. Snyder             Director                   February 7, 1997
--------------------------
Richard E. Snyder


/s/ Thomas J. Stanton, Jr.        Director                   February 7, 1997
--------------------------
Thomas J. Stanton, Jr.


/s/ Robert M. Steinberg           Director                   February 7, 1997
---------------------------
Robert M. Steinberg


/s/ James E. Yacobucci            Director                   February 7, 1997
----------------------
James E. Yacobucci



<PAGE>

          RELIANCE GROUP HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN

                                  EXHIBIT INDEX

Exhibit  No.                Description                                  Page

4               Reliance Group Holdings, Inc. Employee
                Stock Purchase Plan.

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 executed by certain officers
                and directors of Reliance Group Holdings, Inc.
                (included at Page II-7).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 23153}]
{"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": "333-21389", "film-number": "97520935"}, "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 February 7, 1997
                                                   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.
                          EMPLOYEE STOCK PURCHASE 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            10,000,000 shares    $9.0625          $90,625,000      $27,462.12
(the "Common Stock")
(1)      Estimated 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 February 3, 1997, 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, 1995;

         (2)      Reliance Group Holdings' quarterly reports on Form 10-Q for
                  the quarters ended March 31, 1996, June 30, 1996 and
                  September 30, 1996;

         (3)      All other reports filed by Reliance Group Holdings pursuant
                  to Section 13(a) or 15(d) of the Exchange Act since December
                  31, 1995; 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 Reliance Group Holdings. Mr. Steinberg owns 100,000
shares of Common Stock and options to purchase an additional 750,000 shares of
Common Stock under the Reliance Group Holdings, Inc.

                                      II-2
1986 Stock Option Plan, as amended, and the Reliance Group Holdings, Inc. 1994
Stock Option Plan (468,750 of which options were exercisable as of September 30,
1996). 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, 1996,
had a vested interest in 15,333 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
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 

                                      II-3
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 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

                                      II-4
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. Employee Stock Purchase Plan

         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) 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;

                                      II-5
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) 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 February 7, 1997.

                                          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.
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,
                                  Principal Executive
/s/ Saul P. Steinberg             Officer and Director       February 7, 1997
--------------------------
Saul P. Steinberg

                                  Principal Accounting
/s/ George E. Bello               Officer and Director       February 7, 1997
--------------------------
George E. Bello

                                  Principal Financial
/s/ Lowell C. Freiberg            Officer and Director       February 7, 1997
--------------------------
Lowell C. Freiberg

/s/ George R. Baker               Director                   February 7, 1997
--------------------------
George R. Baker

/s/ Dennis A. Busti               Director                   February 7, 1997
--------------------------
Dennis A. Busti

                                  Director                   February 7, 1997
--------------------------
Thomas P. Gerrity

/s/ Jewell J. McCabe              Director                   February 7, 1997
--------------------------
Jewell J. McCabe

/s/ Irving Schneider              Director                   February 7, 1997
--------------------------
Irving Schneider
Signature                         Title                      Date
---------                         -----                      ----

/s/ Bernard L. Schwartz           Director                   February 7, 1997
--------------------------
Bernard L. Schwartz

/s/ Richard E. Snyder             Director                   February 7, 1997
--------------------------
Richard E. Snyder

/s/ Thomas J. Stanton, Jr.        Director                   February 7, 1997
--------------------------
Thomas J. Stanton, Jr.

/s/ Robert M. Steinberg           Director                   February 7, 1997
---------------------------
Robert M. Steinberg

/s/ James E. Yacobucci            Director                   February 7, 1997
----------------------
James E. Yacobucci
RELIANCE GROUP HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN

                                  EXHIBIT INDEX

Exhibit  No.                Description                                  Page

4               Reliance Group Holdings, Inc. Employee
                Stock Purchase Plan.

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