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 19, 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 5.   Other Events.
----------------------

     On December 19, 1996, a complaint was filed in the United  States  District
Court,  Northern  District of California  (Docket No. C96-4558)  against Dignity
Partners,  Inc. (the  "Company") and each of its directors by three  individuals
purporting to act on behalf of themselves and an alleged class consisting of all
purchasers of the Company's  common stock during the period February 14, 1996 to
July 16, 1996. The complaint alleges that the defendants  violated Section 10(b)
of the Securities  Exchange Act of 1934 and Rule 10b-5 thereunder and Section 11
of the  Securities  Act of 1933 and  seeks,  among  other  things,  compensatory
damages,  interest,  fees and  costs.  The  allegations  are  based  on  alleged
misrepresentations  in and omissions from the Company's  registration  statement
and  prospectus  related to its initial  public  offering and certain  documents
filed by the  Company  under  the  Exchange  Act.  The  Company  and each of the
defendants intend to defend the action vigorously.

<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
[{"type": "8-K", "sequence": "1", "description": "COMPLAINT FILED", "secsgml_size_bytes": 3182}]
{"company-data": {"conformed-name": "DIGNITY PARTNERS INC", "cik": "0001002813", "assigned-sic": "6199", "irs-number": "943165263", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27736", "film-number": "97505185"}, "business-address": {"street1": "1700 MONTGOMERY ST", "street2": "STE 250", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111", "phone": "4153949467"}, "mail-address": {"street1": "1700 MONTGOMERY ST", "street2": "STE 250", "city": "SAN FRANCISCO", "state": "CA", "zip": "94111"}}
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 19, 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 5.   Other Events.
----------------------

     On December 19, 1996, a complaint was filed in the United  States  District
Court,  Northern  District of California  (Docket No. C96-4558)  against Dignity
Partners,  Inc. (the  "Company") and each of its directors by three  individuals
purporting to act on behalf of themselves and an alleged class consisting of all
purchasers of the Company's  common stock during the period February 14, 1996 to
July 16, 1996. The complaint alleges that the defendants  violated Section 10(b)
of the Securities  Exchange Act of 1934 and Rule 10b-5 thereunder and Section 11
of the  Securities  Act of 1933 and  seeks,  among  other  things,  compensatory
damages,  interest,  fees and  costs.  The  allegations  are  based  on  alleged
misrepresentations  in and omissions from the Company's  registration  statement
and  prospectus  related to its initial  public  offering and certain  documents
filed by the  Company  under  the  Exchange  Act.  The  Company  and each of the
defendants intend to defend the action vigorously.
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