As filed with the Securities and Exchange Commission on October 22, 2004

                                                      Registration No.__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

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

                                   -----------

                               DELTA MUTUAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                Delaware                                14-1818394
                --------                                ----------
      (State or other jurisdiction           (IRS Employer Identification No.)
    of incorporation or organization)

                             111 North Branch Street
                             Sellersville, PA 18950
                    (Address of principal executive offices)

                                   -----------
                    Delta Mutual, Inc. 2004 Stock Option Plan

                              (Full Title of Plan)

                                   -----------
                                 Peter F. Russo
                               Delta Mutual, Inc.
                             111 North Branch Street
                             Sellersville, PA 18950
                     (Name and address of agent for service)

                                 (215) 258-2800
          (Telephone number, including area code of Agent for Service)

                                   -----------
                                   Copies to:
                          Michael Paige, Esq., Counsel
                            Jackson & Campbell, P.C.
                       1120 20th Street, N.W., South Tower
                             Washington, D.C. 20036
                                 (202) 457-1600
                                   ----------


<PAGE>

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                           PROPOSED
                                                           MAXIMUM
                                      PROPOSED             AGGREGATE
TITLE OF SECURITIES   AMOUNT TO BE    MAXIMUM OFFERING     OFFERING     AMOUNT OF
TO BE REGISTERED      REGISTERED(1)   PRICE PER SHARE(2)   PRICE*       REGISTRATION FEE
-------------------   --------------  ------------------   -----------  ----------------
<S>                    <C>            <C>                  <C>          <C>
Common Stock,
$.0001 Par Value
Per Share             10,000,000 shs  $              .26   $ 2,600,000  $         329.42
----------------------------------------------------------------------------------------
</TABLE>



(1)   In addition,  pursuant to Rule 416(a) under the Securities Act of 1933, as
      amended (the "Securities  Act"),  this  registration  statement shall also
      cover any additional shares of the common stock of Delta Mutual, Inc. (the
      "Company")  that become  issuable by reason of any stock  dividend,  stock
      split,  recapitalization or other similar transaction effected without the
      Company's  receipt of  consideration  that  results in an  increase in the
      number of the Company's outstanding shares of common stock.

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee pursuant to Rule 457(c) and (h)(1) under the  Securities
      Act.  The offering  price per share is based upon the  reported  last sale
      price  of  the  Company's  common  stock  on  October  20,  2004,  in  the
      over-the-counter market.

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

<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1:   PLAN INFORMATION.

          Not applicable.


ITEM 2:   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not applicable.



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), File No. 000-28195, are
hereby incorporated by reference in this Registration Statement:

          1.   The Company's Annual Report on Form 10-KSB under the Exchange
Act, as filed with the Commission on April 6, 2004.

          2.   The Company's Registration Statement on Form 10-SB under the
Exchange Act, as filed with the Commission on May 5, 2000, together with
Amendment No. 1 thereto, filed with the Commission on June 15, 2000, and the
description of common stock set forth therein, including any amendments or
reports filed for the purpose of updating such description.

          In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof 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 herein and made a part hereof from the date of the filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES

The Registrant's certificate of incorporation, as amended, authorizes the
issuance of up to 100,000,000 shares of the Registrant's common stock, $0.0001
par value per share. Currently, the Registrant has approximately 15,165,688
shares of common stock outstanding.


          The Registrant's common stock has no preemptive, conversion or
redemption rights or sinking fund provisions and all of the issued and
outstanding shares of the Registrant's common stock are fully paid and
nonassessable.


                                       1
<PAGE>


          Holders of the Registrant's common stock are entitled to one vote, in
person or by proxy, for each share of the Registrant's common stock held of
record in the stockholder's name on the books of the Registrant as of the record
date on any matter submitted to the vote of the stockholders. Cumulative voting
in the election of directors is not available to stockholders of the Registrant.
Each share of the Registrant's common stock has the same rights, privileges and
preferences as every other share and will share equally in the Registrant's net
assets upon liquidation or dissolution after satisfaction of liabilities.

          The Registrant's stockholders are entitled to dividends when, and if,
declared by the Registrant's board of directors out of funds legally available
therefor, and after satisfaction of the prior rights of holders of any
outstanding preferred stock, if any (subject to certain restrictions on payment
of dividends imposed by the laws of Delaware).



ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's certificate of incorporation, as amended, provides that its
directors and officers shall be indemnified to the fullest extent permissible
under Delaware law. The certificate of incorporation also provides that a
director shall not be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.

          Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Registrant has adopted provisions in its certificate of incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Registrant and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

          Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, employees and agents of a corporation.
Section 145 of the Delaware General Corporation Law provides for indemnification
in terms sufficiently broad to indemnify such individuals, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.


                                       2
<PAGE>


ITEM 8.   EXHIBITS


Exhibits
--------
5.1*      Opinion of Michael Paige, PLLC, counsel to the Company, regarding the
          legality of the Common Stock being registered.

10.21     Delta Mutual, Inc. 2004 Stock Option Plan, incorporated herein by
          reference to Exhibit B to the Company's definitive Proxy Statement on
          Schedule 14A pursuant to Section 14 of the Exchange Act, filed with
          the Commission on July 27, 2004.

23.1*     Consent of Wiener, Goodman & Company PC.


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


Item 9.   Undertakings

          The undersigned Registrant hereby undertakes:

          (a) (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 this registration statement or any material change to such
information in this 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; and (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 that is incorporated by reference in this 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 registrant's Certificate of Incorporation or
By-Laws, by contract, 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,


                                       3
<PAGE>


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.


                                   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 Sellersville, Pennsylvania, on October 22, 2004.

                                    DELTA MUTUAL, INC.
                                    (Registrant)

                                    By:  /s/ Peter F. Russo
                                      ------------------------------------------
                                      Name:  Peter F. Russo
                                      Title: President & Chief Executive Officer


                                    By:  /s/ Martin G. Chilek
                                      ------------------------------------------
                                      Name:  Martin G. Chilek
                                      Title: Vice President, Treasurer and
                                             Chief Financial Officer



          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.


SIGNATURE                     TITLES                    DATE
------------------------      -----------------         ----------------

/s/ Peter F. Russo            President, Chief          October 22, 2004
------------------------      Executive Officer
    Peter F. Russo            and Director





                                INDEX TO EXHIBITS


5.1       Opinion of Michael Paige, PLLC, counsel to the Company, regarding the
          legality of the Common Stock being registered.

23.1      Consent of Wiener, Goodman & Company, PC



                                       4
[{"type": "S-8", "sequence": "1", "filename": "v07663_s-8.txt", "secsgml_size_bytes": 14681}]
{"company-data": {"conformed-name": "DELTA MUTUAL INC", "cik": "0001112985", "assigned-sic": "7389", "irs-number": "141818394", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119907", "film-number": "041091993"}, "business-address": {"street1": "111 NORTH BRANCH STREET", "city": "SELLERSVILLE", "state": "PA", "zip": "18960", "phone": "2152582800"}, "mail-address": {"street1": "111 NORTH BRANCH STREET", "city": "SELLERSVILLE", "state": "PA", "zip": "18960"}}
As filed with the Securities and Exchange Commission on October 22, 2004

                                                      Registration No.__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   -----------

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

                                   -----------

                               DELTA MUTUAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                                14-1818394
                --------                                ----------
      (State or other jurisdiction           (IRS Employer Identification No.)
    of incorporation or organization)

                             111 North Branch Street
                             Sellersville, PA 18950
                    (Address of principal executive offices)

                                   -----------
                    Delta Mutual, Inc. 2004 Stock Option Plan

                              (Full Title of Plan)

                                   -----------
                                 Peter F. Russo
                               Delta Mutual, Inc.
                             111 North Branch Street
                             Sellersville, PA 18950
                     (Name and address of agent for service)

                                 (215) 258-2800
          (Telephone number, including area code of Agent for Service)

                                   -----------
                                   Copies to:
                          Michael Paige, Esq., Counsel
                            Jackson & Campbell, P.C.
                       1120 20th Street, N.W., South Tower
                             Washington, D.C. 20036
                                 (202) 457-1600
                                   ----------
CALCULATION OF REGISTRATION FEE
PROPOSED
                                                           MAXIMUM
                                      PROPOSED             AGGREGATE
TITLE OF SECURITIES   AMOUNT TO BE    MAXIMUM OFFERING     OFFERING     AMOUNT OF
TO BE REGISTERED      REGISTERED(1)   PRICE PER SHARE(2)   PRICE*       REGISTRATION FEE
-------------------   --------------  ------------------   -----------  ----------------
Common Stock,
$.0001 Par Value
Per Share             10,000,000 shs  $              .26   $ 2,600,000  $         329.42
----------------------------------------------------------------------------------------
(1)   In addition,  pursuant to Rule 416(a) under the Securities Act of 1933, as
      amended (the "Securities  Act"),  this  registration  statement shall also
      cover any additional shares of the common stock of Delta Mutual, Inc. (the
      "Company")  that become  issuable by reason of any stock  dividend,  stock
      split,  recapitalization or other similar transaction effected without the
      Company's  receipt of  consideration  that  results in an  increase in the
      number of the Company's outstanding shares of common stock.

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee pursuant to Rule 457(c) and (h)(1) under the  Securities
      Act.  The offering  price per share is based upon the  reported  last sale
      price  of  the  Company's  common  stock  on  October  20,  2004,  in  the
      over-the-counter market.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:   PLAN INFORMATION.

          Not applicable.

ITEM 2:   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not applicable.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), File No. 000-28195, are
hereby incorporated by reference in this Registration Statement:

          1.   The Company's Annual Report on Form 10-KSB under the Exchange
Act, as filed with the Commission on April 6, 2004.

          2.   The Company's Registration Statement on Form 10-SB under the
Exchange Act, as filed with the Commission on May 5, 2000, together with
Amendment No. 1 thereto, filed with the Commission on June 15, 2000, and the
description of common stock set forth therein, including any amendments or
reports filed for the purpose of updating such description.

          In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof 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 herein and made a part hereof from the date of the filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES

The Registrant's certificate of incorporation, as amended, authorizes the
issuance of up to 100,000,000 shares of the Registrant's common stock, $0.0001
par value per share. Currently, the Registrant has approximately 15,165,688
shares of common stock outstanding.

          The Registrant's common stock has no preemptive, conversion or
redemption rights or sinking fund provisions and all of the issued and
outstanding shares of the Registrant's common stock are fully paid and
nonassessable.

                                       1
Holders of the Registrant's common stock are entitled to one vote, in
person or by proxy, for each share of the Registrant's common stock held of
record in the stockholder's name on the books of the Registrant as of the record
date on any matter submitted to the vote of the stockholders. Cumulative voting
in the election of directors is not available to stockholders of the Registrant.
Each share of the Registrant's common stock has the same rights, privileges and
preferences as every other share and will share equally in the Registrant's net
assets upon liquidation or dissolution after satisfaction of liabilities.

          The Registrant's stockholders are entitled to dividends when, and if,
declared by the Registrant's board of directors out of funds legally available
therefor, and after satisfaction of the prior rights of holders of any
outstanding preferred stock, if any (subject to certain restrictions on payment
of dividends imposed by the laws of Delaware).

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's certificate of incorporation, as amended, provides that its
directors and officers shall be indemnified to the fullest extent permissible
under Delaware law. The certificate of incorporation also provides that a
director shall not be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.

          Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Registrant has adopted provisions in its certificate of incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Registrant and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

          Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, employees and agents of a corporation.
Section 145 of the Delaware General Corporation Law provides for indemnification
in terms sufficiently broad to indemnify such individuals, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

                                       2
ITEM 8.   EXHIBITS

Exhibits
--------
5.1*      Opinion of Michael Paige, PLLC, counsel to the Company, regarding the
          legality of the Common Stock being registered.

10.21     Delta Mutual, Inc. 2004 Stock Option Plan, incorporated herein by
          reference to Exhibit B to the Company's definitive Proxy Statement on
          Schedule 14A pursuant to Section 14 of the Exchange Act, filed with
          the Commission on July 27, 2004.

23.1*     Consent of Wiener, Goodman & Company PC.

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

Item 9.   Undertakings

          The undersigned Registrant hereby undertakes:

          (a) (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 this registration statement or any material change to such
information in this 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; and (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 that is incorporated by reference in this 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 registrant's Certificate of Incorporation or
By-Laws, by contract, 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,

                                       3
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.

                                   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 Sellersville, Pennsylvania, on October 22, 2004.

                                    DELTA MUTUAL, INC.
                                    (Registrant)

                                    By:  /s/ Peter F. Russo
                                      ------------------------------------------
                                      Name:  Peter F. Russo
                                      Title: President & Chief Executive Officer

                                    By:  /s/ Martin G. Chilek
                                      ------------------------------------------
                                      Name:  Martin G. Chilek
                                      Title: Vice President, Treasurer and
                                             Chief Financial Officer

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.

SIGNATURE                     TITLES                    DATE
------------------------      -----------------         ----------------

/s/ Peter F. Russo            President, Chief          October 22, 2004
------------------------      Executive Officer
    Peter F. Russo            and Director

                                INDEX TO EXHIBITS

5.1       Opinion of Michael Paige, PLLC, counsel to the Company, regarding the
          legality of the Common Stock being registered.

23.1      Consent of Wiener, Goodman & Company, PC

                                       4