SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

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

                                  FORM 8-K

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

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

     Date of report (Date of earliest event reported) February 7, 2000


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


          Delaware                   0-19058               36-4279417
  (State of Incorporation)     (Commission File No.)     (I.R.S. employer
                                                        identification no.)


                             440 North Orleans
                             Chicago, Illinois
          (Address of principal executive offices, including zip)


                               (312) 494-0020
            (Registrant's telephone number, including area code)



 ITEM 5.   OTHER EVENTS.

           On January 27, 2000, the Board of Directors of Prism Financial
 Corporation, a Delaware corporation (the "Company"), approved the adoption
 of a shareholder rights plan.  The plan is intended to promote continuity
 and stability, deter coercive or partial offers which will not provide fair
 value to all shareholders and enhance the Board's ability to represent all
 shareholders and thereby maximize shareholder values.  Pursuant to the new
 Rights Agreement between the Company and LaSalle Bank National Association,
 as Rights Agent (the "Rights Agreement"), one right (a "Right") will be
 issued for each outstanding share of common stock, $1.00 par value, of the
 Company (the "Common Stock") on February 7, 2000 (the "Record Date").  The
 dividend of one Right for each outstanding share of Common Stock is payable
 on the Record Date to stockholders of record at the close of business on
 the Record Date.  The Board of Directors of the Company also authorized the
 issuance of one Right for each share of Common Stock issued after the
 Record Date and prior to the earliest of the Distribution Date (as defined
 in the Rights Agreement), the redemption of the Rights and the expiration
 of the Rights.  Except as set forth below and subject to adjustment as
 provided in the Rights Agreement, each Right entitles the registered holder
 to purchase from the Company one one-thousandth of a share of Series A
 Junior Participating Preferred Stock of the Company, at an exercise price
 of $17.00 per Right.

           The description and terms of the new Rights are set forth in the
 Rights Agreement dated as January 27, 2000, between the Company and LaSalle
 bank National Association as Rights Agent.


 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

      Exhibits:

      4.3  Rights Agreement, dated as of January 27, 2000, between Prism
           Financial Corporation and LaSalle Bank National Association, as
           Rights Agent, which includes as Exhibit A the Certificate of
           Designations, Preferences and Rights of Series A Junior
           Participating Preferred Stock and as Exhibit B the Form of Rights
           Certificate.




                                 SIGNATURE


           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.


                                By: /s/ David A. Fisher
                                    ____________________________________
                                Name:  David A. Fisher
                                Title: Senior Vice President, Chief
                                         Financial Officer and Secretary
                                         Executive Officer



 Date: February 8, 2000



                               EXHIBIT INDEX


  Exhibit             Description
  -------             -----------
   4.3     Rights Agreement, dated as of January 27, 2000, between Prism
           Financial Corporation and LaSalle Bank National Association as
           Rights Agent, which includes as Exhibit A the Certificate of
           Designations, Preferences and Rights of Series A Junior
           Participating Preferred Stock and as Exhibit B the Form of Rights
           Certificate.
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SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

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

                                  FORM 8-K

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

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

     Date of report (Date of earliest event reported) February 7, 2000

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

          Delaware                   0-19058               36-4279417
  (State of Incorporation)     (Commission File No.)     (I.R.S. employer
                                                        identification no.)

                             440 North Orleans
                             Chicago, Illinois
          (Address of principal executive offices, including zip)

                               (312) 494-0020
            (Registrant's telephone number, including area code)

 ITEM 5.   OTHER EVENTS.

           On January 27, 2000, the Board of Directors of Prism Financial
 Corporation, a Delaware corporation (the "Company"), approved the adoption
 of a shareholder rights plan.  The plan is intended to promote continuity
 and stability, deter coercive or partial offers which will not provide fair
 value to all shareholders and enhance the Board's ability to represent all
 shareholders and thereby maximize shareholder values.  Pursuant to the new
 Rights Agreement between the Company and LaSalle Bank National Association,
 as Rights Agent (the "Rights Agreement"), one right (a "Right") will be
 issued for each outstanding share of common stock, $1.00 par value, of the
 Company (the "Common Stock") on February 7, 2000 (the "Record Date").  The
 dividend of one Right for each outstanding share of Common Stock is payable
 on the Record Date to stockholders of record at the close of business on
 the Record Date.  The Board of Directors of the Company also authorized the
 issuance of one Right for each share of Common Stock issued after the
 Record Date and prior to the earliest of the Distribution Date (as defined
 in the Rights Agreement), the redemption of the Rights and the expiration
 of the Rights.  Except as set forth below and subject to adjustment as
 provided in the Rights Agreement, each Right entitles the registered holder
 to purchase from the Company one one-thousandth of a share of Series A
 Junior Participating Preferred Stock of the Company, at an exercise price
 of $17.00 per Right.

           The description and terms of the new Rights are set forth in the
 Rights Agreement dated as January 27, 2000, between the Company and LaSalle
 bank National Association as Rights Agent.

 ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

      Exhibits:

      4.3  Rights Agreement, dated as of January 27, 2000, between Prism
           Financial Corporation and LaSalle Bank National Association, as
           Rights Agent, which includes as Exhibit A the Certificate of
           Designations, Preferences and Rights of Series A Junior
           Participating Preferred Stock and as Exhibit B the Form of Rights
           Certificate.

                                 SIGNATURE

           Pursuant to the requirements of the Securities Exchange Act of
 1934, the registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized.

                                By: /s/ David A. Fisher
                                    ____________________________________
                                Name:  David A. Fisher
                                Title: Senior Vice President, Chief
                                         Financial Officer and Secretary
                                         Executive Officer

 Date: February 8, 2000

                               EXHIBIT INDEX

  Exhibit             Description
  -------             -----------
   4.3     Rights Agreement, dated as of January 27, 2000, between Prism
           Financial Corporation and LaSalle Bank National Association as
           Rights Agent, which includes as Exhibit A the Certificate of
           Designations, Preferences and Rights of Series A Junior
           Participating Preferred Stock and as Exhibit B the Form of Rights
           Certificate.