<PAGE>
                                                  Registration No. 33-_________
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington,D.C.  20549

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

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

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

                        DELPHI INFORMATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                          77-0021975
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                         3501 Algonquin Road, Suite 500
                        Rolling Meadows, Illinois  60008
           (Address of principal executive offices including zip code)

                        DELPHI INFORMATION SYSTEMS, INC.
                            1989 STOCK PURCHASE PLAN
                            (Full title of the plan)

                 JOHN R. SPRIESER, Senior Vice President-Finance
                        Delphi Information Systems, Inc.
                         3501 Algonquin Road, Suite 500
                        Rolling Meadows, Illinois  60008
                                  (708)506-3100
(Name, address and telephone number, including area code, of agent for service)

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

                          Copies of communications to:
                           W. BRINKLEY DICKERSON, JR.
                              Schiff Hardin & Waite
                                7200 Sears Tower
                          Chicago, Illinois  60606-6473
                                 (312) 876-1000

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                      Proposed        Proposed
    Title of                           maximum         maximum
   securities          Amount         offering        aggregate     Amount of
     to be             to be          price per        offering    registration
   registered        registered         share           price          fee
- -------------------------------------------------------------------------------
 <S>              <C>                <C>            <C>            <C>
 Common Stock,
 par value
 $.10 per share   1,800,000 shares   $2.46875(1)    $4,443,750(1)   $1,532.33
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<FN>
(1)  In accordance with Rule 457(h) of the General Rules and Regulations under
     the Securities Act of 1933, this estimate is made solely for the purpose of
     calculating the amount of the registration fee and is based on the average
     of the high and low prices of the Common Stock on NASDAQ on September 20,
     1995.
</TABLE>

<PAGE>
                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by Delphi Information Systems,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

     (1)  Annual Report on Form 10-K for the fiscal year ended March 31, 1995;

     (2)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; and

     (3)  The description of the Company's Common Stock, par value $.10 per
          share, contained in the Company's Registration Statement filed
          pursuant to Section 12 of the Securities Exchange Act of 1934 (the
          "Exchange Act") and any amendments and reports filed for the purpose
          of updating that description.

     All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Delphi Information Systems,
Inc. 1989 Stock Purchase Plan have been sold or deregistering all securities
then remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify its directors, officers, employees and agents against
liability arising out of their respective capacities as directors, officers,
employees or agents.  Article XI of the Company's Certificate of Incorporation
provides for the limitation of personal liability of the directors of the
Company as follows:

                                   ARTICLE XI

                                     * * * *

          A director shall not be personally liable to the Corporation or its
     stockholders for monetary damages for breach of fiduciary duty as a
     director; provided that this sentence shall not eliminate or limit the
     liability of a director (i) for any breach of his 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, or (iv) for
     any transaction from which the director derives any improper personal
     benefit.  This Article XI shall not eliminate or limit the liability of a
     director for any act or omission occurring prior to the date when this
     Article becomes effective.

     Article VII of the Company's Bylaws provides that the Company shall
indemnify any person

                                      II-1
<PAGE>
who is serving as a director, officer, employee or agent of the Company or of
another entity at the request of the Company against judgments, fines,
settlements and other expenses incurred in such capacity if such person acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.  In the event of an action
or suit by or in the right of the Company, 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 for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court in which such
action or suit 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 as the
court shall deem proper.

     The Company has entered into indemnification agreements with its directors
that would require the Company, subject to any limitations on the maximum
permissible indemnification that may exist at law, to indemnify a director for
claims that arise because of his capacity as a director.

ITEM 8.  EXHIBITS.

     4.1  Certificate of Incorporation, as amended (incorporated by reference to
          Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal
          year ended March 31, 1991).

     4.2  Certificate of Designations of Series B Preferred Stock filed with the
          Secretary of State of the State of Delaware on December 11, 1991
          (incorporated by reference to Exhibit 4.1 to the Company's Current
          Report on Form 8-K dated December 16, 1991).

     4.3  Certificate of Designations of Series C Preferred Stock filed with the
          Secretary of State of the State of Delaware on December 21, 1993
          (incorporated by reference to Exhibit 4.1 to the Company's Current
          Report on Form 8-K dated December 23, 1993).

     4.4  Certificate of Designations of Series D Preferred Stock filed with the
          Secretary of State of the State of Delaware on May 20, 1994
          (incorporated by reference to Exhibit 3.4 to the Company's Annual
          Report on Form 10-K for the fiscal year ended March 31, 1995).

    *4.5  Certificate of Designations of Series E Preferred Stock filed with the
          Secretary of State of the State of Delaware on August 7, 1995.

     4.6  Bylaws of the Company, as amended (incorporated by reference to
          Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No.
          33-14501) effective July 1, 1987).

    *4.7  Delphi Information System, Inc.
          1989 Stock Purchase Plan

    *5    Opinion of Schiff Hardin & Waite regarding legality.

     23.1 Consent of Schiff Hardin & Waite (included in its opinion filed as
          Exhibit 5 hereto).

                                      II-2
<PAGE>
    *23.2 Consent of Independent Public Accountants.

     24   Power of Attorney.  See page II-4 of this Registration Statement.
- ------------------------
          *Filed herewith


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
     of 1933; (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; (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; 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 Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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

                                      II-3

<PAGE>
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 Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement 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 Rolling Meadows, State of
Illinois, on this 22nd day of September 1995.

                              DELPHI INFORMATION SYSTEMS, INC.



                              By: /s/ M. Denis Connaghan
                                  ----------------------
                                  M. Denis Connaghan
                                  President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints M. Denis
Connaghan and John R. Sprieser, and each of them, with full power to act without
the other, such person's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this registration statement and any and all
amendments thereto (including post-effective amendments) and to file the same
(with exhibits and schedules thereto) and other documents in connection
therewith with the Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


          SIGNATURE                   TITLE                        DATE
          ---------                   -----                        ----

- ----------------------
     (Yuval Almog)       Director, Chairman of the
                         Board

/s/ M. Denis Connaghan   Director, President and
- ----------------------   Chief Executive Officer            September 20, 1995
 (M. Denis Connaghan)    (Principal Executive Officer)

                                      II-4
<PAGE>
/s/ John R. Sprieser     Senior Vice President-
- ----------------------   Finance                            September 20, 1995
  (John R. Sprieser)     (Principal Financial Officer)

/s/ Michael J. Marek
- ----------------------
  (Michael J. Marek)     Corporate Controller               September 20, 1995
                         (Principal Accounting
                         Officer)


/s/ Larry G. Gerdes
- ----------------------
  (Larry G. Gerdes)      Director                           September 22, 1995

/s/ Richard R. Janssen
- ----------------------
 (Richard R. Janssen)    Director                           September 20, 1995

/s/ Donald L. Lucas
- ----------------------
  (Donald L. Lucas)      Director                           September 22, 1995

                                      II-5
<PAGE>
                                  EXHIBIT INDEX

     EXHIBIT
     NUMBER                   DESCRIPTION                        PAGE NUMBER
     ------                   -----------                        IN SEQUENTIALLY
                                                                 NUMBERED COPY
                                                                 --------------
     4.1       Certificate of Incorporation, as amended
               (incorporated by reference to Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the
               fiscal year ended March 31, 1991).

     4.2       Certificate of Designations of Series B Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on December 11, 1991
               (incorporated by reference to Exhibit 4.1 to the
               Company's Current Report on Form 8-K dated
               December 16, 1991).

     4.3       Certificate of Designations of Series C Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on December 21, 1993
               (incorporated by reference to Exhibit 4.1 to the
               Company's Current Report on Form 8-K dated
               December 23, 1993).

     4.4       Certificate of Designations of Series D Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on May 20, 1994 (incorporated by
               reference to Exhibit 3.4 to the Company's Annual
               Report on Form 10-K for the fiscal year ended
               March 31, 1995).

    *4.5       Certificate of Designations of Series E Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on August 7, 1995.

     4.6       Bylaws of the Company, as amended (incorporated
               by reference to Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 (No. 33-14501)
               effective July 1, 1987).

    *4.7       Delphi Information System, Inc. 1989 Stock
               Purchase Plan

    *5         Opinion of Schiff Hardin & Waite regarding
               legality.

    23.1       Consent of Schiff Hardin & Waite (included in its
               opinion filed as Exhibit 5 hereto).

   *23.2       Consent of Independent Public Accountants.

    24         Power of Attorney.  See page II-4 of this
               Registration Statement.

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

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19146}]
[{"company-data": {"conformed-name": "DELPHI INFORMATION SYSTEMS INC /DE/", "cik": "0000814549", "assigned-sic": "7373", "irs-number": "770021975", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62901", "film-number": "95576007"}, "business-address": {"street1": "3501 ALGONQUIN RD", "street2": "STE 500", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008", "phone": "7085063100"}, "mail-address": {"street1": "3501ALGOUQUIN ROAD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008"}}, {"company-data": {"conformed-name": "DELPHI INFORMATION SYSTEMS INC /DE/", "cik": "0000814549", "assigned-sic": "7373", "irs-number": "770021975", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-62901", "film-number": "95576007"}, "business-address": {"street1": "3501 ALGONQUIN RD", "street2": "STE 500", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008", "phone": "7085063100"}, "mail-address": {"street1": "3501ALGOUQUIN ROAD", "city": "ROLLING MEADOWS", "state": "IL", "zip": "60008"}}]
Registration No. 33-_________
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington,D.C.  20549

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

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

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

                        DELPHI INFORMATION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                          77-0021975
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

                         3501 Algonquin Road, Suite 500
                        Rolling Meadows, Illinois  60008
           (Address of principal executive offices including zip code)

                        DELPHI INFORMATION SYSTEMS, INC.
                            1989 STOCK PURCHASE PLAN
                            (Full title of the plan)

                 JOHN R. SPRIESER, Senior Vice President-Finance
                        Delphi Information Systems, Inc.
                         3501 Algonquin Road, Suite 500
                        Rolling Meadows, Illinois  60008
                                  (708)506-3100
(Name, address and telephone number, including area code, of agent for service)

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

                          Copies of communications to:
                           W. BRINKLEY DICKERSON, JR.
                              Schiff Hardin & Waite
                                7200 Sears Tower
                          Chicago, Illinois  60606-6473
                                 (312) 876-1000

                         CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
                                      Proposed        Proposed
    Title of                           maximum         maximum
   securities          Amount         offering        aggregate     Amount of
     to be             to be          price per        offering    registration
   registered        registered         share           price          fee
- -------------------------------------------------------------------------------
Common Stock,
 par value
 $.10 per share   1,800,000 shares   $2.46875(1)    $4,443,750(1)   $1,532.33
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1)  In accordance with Rule 457(h) of the General Rules and Regulations under
     the Securities Act of 1933, this estimate is made solely for the purpose of
     calculating the amount of the registration fee and is based on the average
     of the high and low prices of the Common Stock on NASDAQ on September 20,
     1995.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents heretofore filed by Delphi Information Systems,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:

     (1)  Annual Report on Form 10-K for the fiscal year ended March 31, 1995;

     (2)  Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; and

     (3)  The description of the Company's Common Stock, par value $.10 per
          share, contained in the Company's Registration Statement filed
          pursuant to Section 12 of the Securities Exchange Act of 1934 (the
          "Exchange Act") and any amendments and reports filed for the purpose
          of updating that description.

     All documents that shall be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this
registration statement and prior to the filing of a post-effective amendment
indicating that all securities offered under the Delphi Information Systems,
Inc. 1989 Stock Purchase Plan have been sold or deregistering all securities
then remaining unsold thereunder shall be deemed to be incorporated herein by
reference and shall be deemed to be a part hereof from the date of filing
thereof.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law grants to the Company
the power to indemnify its directors, officers, employees and agents against
liability arising out of their respective capacities as directors, officers,
employees or agents.  Article XI of the Company's Certificate of Incorporation
provides for the limitation of personal liability of the directors of the
Company as follows:

                                   ARTICLE XI

                                     * * * *

          A director shall not be personally liable to the Corporation or its
     stockholders for monetary damages for breach of fiduciary duty as a
     director; provided that this sentence shall not eliminate or limit the
     liability of a director (i) for any breach of his 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, or (iv) for
     any transaction from which the director derives any improper personal
     benefit.  This Article XI shall not eliminate or limit the liability of a
     director for any act or omission occurring prior to the date when this
     Article becomes effective.

     Article VII of the Company's Bylaws provides that the Company shall
indemnify any person

                                      II-1
who is serving as a director, officer, employee or agent of the Company or of
another entity at the request of the Company against judgments, fines,
settlements and other expenses incurred in such capacity if such person acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the Company and, with respect to any criminal action, had no
reasonable cause to believe his conduct was unlawful.  In the event of an action
or suit by or in the right of the Company, 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 for negligence or misconduct in the performance of his
duty to the Company unless and only to the extent that the court in which such
action or suit 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 as the
court shall deem proper.

     The Company has entered into indemnification agreements with its directors
that would require the Company, subject to any limitations on the maximum
permissible indemnification that may exist at law, to indemnify a director for
claims that arise because of his capacity as a director.

ITEM 8.  EXHIBITS.

     4.1  Certificate of Incorporation, as amended (incorporated by reference to
          Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal
          year ended March 31, 1991).

     4.2  Certificate of Designations of Series B Preferred Stock filed with the
          Secretary of State of the State of Delaware on December 11, 1991
          (incorporated by reference to Exhibit 4.1 to the Company's Current
          Report on Form 8-K dated December 16, 1991).

     4.3  Certificate of Designations of Series C Preferred Stock filed with the
          Secretary of State of the State of Delaware on December 21, 1993
          (incorporated by reference to Exhibit 4.1 to the Company's Current
          Report on Form 8-K dated December 23, 1993).

     4.4  Certificate of Designations of Series D Preferred Stock filed with the
          Secretary of State of the State of Delaware on May 20, 1994
          (incorporated by reference to Exhibit 3.4 to the Company's Annual
          Report on Form 10-K for the fiscal year ended March 31, 1995).

    *4.5  Certificate of Designations of Series E Preferred Stock filed with the
          Secretary of State of the State of Delaware on August 7, 1995.

     4.6  Bylaws of the Company, as amended (incorporated by reference to
          Exhibit 3.2 to the Company's Registration Statement on Form S-1 (No.
          33-14501) effective July 1, 1987).

    *4.7  Delphi Information System, Inc.
          1989 Stock Purchase Plan

    *5    Opinion of Schiff Hardin & Waite regarding legality.

     23.1 Consent of Schiff Hardin & Waite (included in its opinion filed as
          Exhibit 5 hereto).

                                      II-2
*23.2 Consent of Independent Public Accountants.

     24   Power of Attorney.  See page II-4 of this Registration Statement.
- ------------------------
          *Filed herewith

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
     of 1933; (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; (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; 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 Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the registration
     statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, 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.

          (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 of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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

                                      II-3
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 Act and will
be governed by the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this registration statement 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 Rolling Meadows, State of
Illinois, on this 22nd day of September 1995.

                              DELPHI INFORMATION SYSTEMS, INC.

                              By: /s/ M. Denis Connaghan
                                  ----------------------
                                  M. Denis Connaghan
                                  President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints M. Denis
Connaghan and John R. Sprieser, and each of them, with full power to act without
the other, such person's true and lawful attorneys-in-fact, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this registration statement and any and all
amendments thereto (including post-effective amendments) and to file the same
(with exhibits and schedules thereto) and other documents in connection
therewith with the Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby ratifying and
confirming all that said attorneys-in-fact, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

          SIGNATURE                   TITLE                        DATE
          ---------                   -----                        ----

- ----------------------
     (Yuval Almog)       Director, Chairman of the
                         Board

/s/ M. Denis Connaghan   Director, President and
- ----------------------   Chief Executive Officer            September 20, 1995
 (M. Denis Connaghan)    (Principal Executive Officer)

                                      II-4
/s/ John R. Sprieser     Senior Vice President-
- ----------------------   Finance                            September 20, 1995
  (John R. Sprieser)     (Principal Financial Officer)

/s/ Michael J. Marek
- ----------------------
  (Michael J. Marek)     Corporate Controller               September 20, 1995
                         (Principal Accounting
                         Officer)

/s/ Larry G. Gerdes
- ----------------------
  (Larry G. Gerdes)      Director                           September 22, 1995

/s/ Richard R. Janssen
- ----------------------
 (Richard R. Janssen)    Director                           September 20, 1995

/s/ Donald L. Lucas
- ----------------------
  (Donald L. Lucas)      Director                           September 22, 1995

                                      II-5
EXHIBIT INDEX

     EXHIBIT
     NUMBER                   DESCRIPTION                        PAGE NUMBER
     ------                   -----------                        IN SEQUENTIALLY
                                                                 NUMBERED COPY
                                                                 --------------
     4.1       Certificate of Incorporation, as amended
               (incorporated by reference to Exhibit 3.1 to the
               Company's Annual Report on Form 10-K for the
               fiscal year ended March 31, 1991).

     4.2       Certificate of Designations of Series B Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on December 11, 1991
               (incorporated by reference to Exhibit 4.1 to the
               Company's Current Report on Form 8-K dated
               December 16, 1991).

     4.3       Certificate of Designations of Series C Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on December 21, 1993
               (incorporated by reference to Exhibit 4.1 to the
               Company's Current Report on Form 8-K dated
               December 23, 1993).

     4.4       Certificate of Designations of Series D Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on May 20, 1994 (incorporated by
               reference to Exhibit 3.4 to the Company's Annual
               Report on Form 10-K for the fiscal year ended
               March 31, 1995).

    *4.5       Certificate of Designations of Series E Preferred
               Stock filed with the Secretary of State of the
               State of Delaware on August 7, 1995.

     4.6       Bylaws of the Company, as amended (incorporated
               by reference to Exhibit 3.2 to the Company's
               Registration Statement on Form S-1 (No. 33-14501)
               effective July 1, 1987).

    *4.7       Delphi Information System, Inc. 1989 Stock
               Purchase Plan

    *5         Opinion of Schiff Hardin & Waite regarding
               legality.

    23.1       Consent of Schiff Hardin & Waite (included in its
               opinion filed as Exhibit 5 hereto).

   *23.2       Consent of Independent Public Accountants.

    24         Power of Attorney.  See page II-4 of this
               Registration Statement.

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

                                      II-6