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



                                December 16, 1996
           ---------------------------------------------------------       
                Date of Report (Date of earliest event reported)



                             DIGNITY PARTNERS, INC.
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



   Delaware                    0-27736                      94-3165263
---------------            ---------------              -------------------    
(State of other              (Commission                  (IRS Employer
jurisdiction of              File Number)                  Identification
incorporation)                                             No.)


1700 Montgomery Street, Suite 250, San Francisco, CA                  94111
---------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code: (415)394-9467
                                                    --------------

<PAGE>

Item 2.   Acquisition or Disposition of Assets.
-----------------------------------------------

     At a special  stockholders' meeting held on December 16, 1996 (the "Special
Meeting"), the stockholders of Dignity Partners, Inc. (the "Company") approved a
proposal  to  authorize  the  Company's  Board  of  Directors  to  sell  all  or
substantially  all of the  Company's  assets  (the  "Asset  Sale").  For further
information  regarding the Special Meeting and the Asset Sale, see the Company's
Notice of Special Meeting of Stockholders and Proxy Statement dated November 20,
1996 (the "Proxy Statement") previously filed by the Company with the Securities
and Exchange Commission.

     As a result of such  stockholder  approval,  the  Company  has  started  to
transfer ownership of certain policies to the purchaser under a Master Agreement
for Purchase of Insurance  Policies  dated as of September  27, 1996, as amended
(the "Sale Agreement"). The Sale Agreement covers the sale by the Company of 197
life insurance policies for approximately $8.7 million. The Company will receive
the purchase price for each policy as it receives confirmation that ownership of
the policy has been  transferred to the purchaser.  See the Proxy  Statement for
further information regarding the Sale Agreement.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
----------------------------------------------------------------------------

(b)      The required pro forma financial information is included under
         the  caption  "Financial  Information  - Pro  Forma  Financial
         Information" in the Proxy Statement and is incorporated herein
         by reference.

(c)      Exhibits

         2.1    Master  Agreement for Purchase of Life Insurance  Policies
                dated September 27, 1996 (incorporated by reference to Exhibit
                10 to the  Company's  Quarterly  Report  on Form  10-Q for the
                quarter ended September 30, 1996).

<PAGE>

                                    SIGNATURES
                                    ---------- 

     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 thereunto duly authorized.
                                                    DIGNITY PARTNERS, INC.


                                                     By /s/Alan B. Perper
                                                        -----------------
                                                        Alan B. Perper
                                                        President

Date:  December 20, 1996
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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

                                December 16, 1996
           ---------------------------------------------------------       
                Date of Report (Date of earliest event reported)

                             DIGNITY PARTNERS, INC.
         ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   Delaware                    0-27736                      94-3165263
---------------            ---------------              -------------------    
(State of other              (Commission                  (IRS Employer
jurisdiction of              File Number)                  Identification
incorporation)                                             No.)

1700 Montgomery Street, Suite 250, San Francisco, CA                  94111
---------------------------------------------------------------------------
     (Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code: (415)394-9467
                                                    --------------
Item 2.   Acquisition or Disposition of Assets.
-----------------------------------------------

     At a special  stockholders' meeting held on December 16, 1996 (the "Special
Meeting"), the stockholders of Dignity Partners, Inc. (the "Company") approved a
proposal  to  authorize  the  Company's  Board  of  Directors  to  sell  all  or
substantially  all of the  Company's  assets  (the  "Asset  Sale").  For further
information  regarding the Special Meeting and the Asset Sale, see the Company's
Notice of Special Meeting of Stockholders and Proxy Statement dated November 20,
1996 (the "Proxy Statement") previously filed by the Company with the Securities
and Exchange Commission.

     As a result of such  stockholder  approval,  the  Company  has  started  to
transfer ownership of certain policies to the purchaser under a Master Agreement
for Purchase of Insurance  Policies  dated as of September  27, 1996, as amended
(the "Sale Agreement"). The Sale Agreement covers the sale by the Company of 197
life insurance policies for approximately $8.7 million. The Company will receive
the purchase price for each policy as it receives confirmation that ownership of
the policy has been  transferred to the purchaser.  See the Proxy  Statement for
further information regarding the Sale Agreement.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
----------------------------------------------------------------------------

(b)      The required pro forma financial information is included under
         the  caption  "Financial  Information  - Pro  Forma  Financial
         Information" in the Proxy Statement and is incorporated herein
         by reference.

(c)      Exhibits

         2.1    Master  Agreement for Purchase of Life Insurance  Policies
                dated September 27, 1996 (incorporated by reference to Exhibit
                10 to the  Company's  Quarterly  Report  on Form  10-Q for the
                quarter ended September 30, 1996).
SIGNATURES
                                    ---------- 

     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 thereunto duly authorized.
                                                    DIGNITY PARTNERS, INC.

                                                     By /s/Alan B. Perper
                                                        -----------------
                                                        Alan B. Perper
                                                        President

Date:  December 20, 1996