As filed with the Securities and Exchange Commission on September 27, 1996

                                                     Registration No. 33-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               -------------------
                            RELIASTAR FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

               Delaware                                        41-1620373
     (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                      Identification No.)


     20 Washington Avenue South
     Minneapolis, Minnesota                                       55402
     (Address of Principal Executive Offices)                  (Zip Code)

          THE RELIASTAR STOCK OWNERSHIP PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                                                    Copy to:
  Richard R. Crowl                                 Jay L. Swanson, Esq.
  Senior Vice President, Secretary,                Dorsey & Whitney LLP
     and General Counsel                           Pillsbury Center South       
  ReliaStar Financial Corp.                        220 South Sixth Street       
  20 Washington Avenue South                       Minneapolis, Minnesota 55402 
  Minneapolis, Minnesota  55401                    
  (Name and address of agent for service)

                                 (612) 372-5432
          (Telephone number, including area code, of agent for service)

                                ----------------
            APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
              PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF
                          THIS REGISTRATION STATEMENT.


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================
<S>                                   <C>                    <C>               <C>                   <C>    
                                                       Proposed maximum     Proposed maximum       Amount of
  Title of securities to be          Amount to be     offering price per   aggregate offering     registration
     registered                       registered           share(1)             price                fee (2)
                                 
- -------------------------------------------------------------------------------------------------------------------

Common Stock, without par value       50,000 shares          $46.94            $2,347,000            $809.31

===================================================================================================================
</TABLE>

(1)  Based solely for purposes of computing the  registration fee and based upon
     the  average  of the high and low sales  prices  for such  Common  Stock on
     September 23, 1996, as reported on the New York Stock Exchange.
(2)  Pursuant to Section 6(b) of the Act.

                                      -1-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents of ReliaStar  Financial Corp.  ("ReliaStar" or the
"Company") which have been filed with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

     (a)  the Company's  Annual Report on Form 10-K for the year ended  December
          31, 1995;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          December 31, 1995.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in any
          Registration  Statement  filed under the Exchange  Act,  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of such documents. Any statement contained herein or in a document all or
part of which is incorporated  or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


ITEM 4.  DESCRIPTION  OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference  is made to Section  145 of the  General  Corporation  Law of the
State of Delaware. Under Delaware law, the directors and officers of the Company
are entitled,  under certain  circumstances,  to be  indemnified  by the Company
against all expenses and  liabilities  incurred or imposed upon them as a result
of suits brought  against them as such  directors  and officers,  if they act in
good faith and in a manner  they  reasonably  believe to be in or not opposed to
the best interests of the Company,  and, with respect to any criminal  action or
proceeding,  have no  reasonable  cause to believe  their  conduct was unlawful,
except that no indemnification  shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable 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, they
are fairly and  reasonably  

                                      -2-

entitled to be indemnified for such expenses which such court shall deem proper.
Any such  indemnification  may be made by the Company only as authorized in each
specific  case  upon  a  determination  by  the  stockholders  or  disinterested
directors,  or under appropriate  circumstances  independent legal counsel, that
indemnification  is  proper  because  the  indemnitee  has  met  the  applicable
statutory standard of conduct.

     Section 7 of Article Sixth of the Company's  Certificate  of  Incorporation
provides that a director  shall not be  personally  liable to the Company or its
shareholders  for monetary  damages for breach of fiduciary duty by the director
as a director;  provided,  however,  that such Section 7 shall not  eliminate or
limit the liability of a director to the extent  provided by applicable  law (a)
for any  breach of the duty of  loyalty of the  director  to the  Company or its
shareholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct  or a knowing  violation  of law,  (c) for any  unlawful
action  under  Section  174 of the  General  Corporation  Law  of the  State  of
Delaware, or (d) for any transaction from which the director derived an improper
personal benefit. Section 7 of Article Sixth of the Certificate of Incorporation
further  provides  that no amendment to or repeal of such section shall apply to
or have any effect on the liability or alleged  liability of any director to the
Company for or with respect to any acts or  omissions of the director  occurring
prior to such amendment or repeal.  In addition,  such Section  provides that if
the laws of the State of Delaware are changed to permit  further  elimination or
limitation of the liability of directors, then the liability of each director of
the Company shall  thereupon be eliminated or limited to the fullest extent then
permitted by law.

     Article VII of the By-Laws of the Company provide for broad indemnification
of directors and officers of the Company.

     The Company maintains director and officer liability insurance.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER                                               DESCRIPTION
- ------                                               -----------

4(a) Certificate of Incorporation,  as amended, of the Company  (incorporated by
     reference to Exhibit  3(b)(1) to the  Company's  Registration  Statement on
     Form S-4, Registration No. 33-25107)

4(b) Certificate  of  Designations  relating to the Company's  ESOP  Convertible
     Preferred Stock  (incorporated by reference to the Exhibit to the Company's
     Current Report on Form 8-K dated February 11, 1991, File No. 1-10640)

4(c) Certificate of Designations relating to the Company's 10% Senior Cumulative
     Preferred Stock (incorporated by reference to Exhibit 4(b) of the Company's
     Registration Statement on Form S-3, Registration No. 33-50310)

4(d) By-Laws, as amended, of the Company (incorporated by reference to Exhibit 3
     to the Company's Annual Report on Form 10-K for the year ended December 31,
     1990, File No. 1-10640)

4(e) Surplus Note  (incorporated  by reference to Exhibit 4(e) to the  Company's
     Registration Statement on Form S-3, Registration No. 33-87588)

                                      -3-

4(f) Rights Agreement dated as of October 7, 1988  (incorporated by reference to
     Exhibit 1 to the Company's Registration Statement on Form 8-A dated October
     4, 1989, File No. 0-17441)

4(g) Amendment to Rights Agreement dated as of February 8, 1990 (incorporated by
     reference to Exhibit 1 to the Company's  Amendment on Form 8 dated February
     15, 1990 to Registration  Statement on Form 8-A dated October 4, 1989, File
     No. 0-17441).

4(h) Amendment to Rights Agreement dated as of September 10, 1994  (incorporated
     by  reference to Exhibit 1 to the  Company's  Amendment on Form 8-A/A dated
     September 12, 1994 to  Registration  Statement on Form 8-A dated October 4,
     1989, File No. 0-17441)

4(i) Form of Senior Indenture  (incorporated by reference to Exhibit 4(i) to the
     Company's Registration Statement on Form S-3, Registration No. 33-87588)

4(j) Form of Senior Subordinated Indenture (incorporated by reference to Exhibit
     4(j) to the Company's Form S-3, Registration Statement No. 33-80497)

4(k) Junior  Subordinated  Indenture  dated as of March 29,  1996,  between  the
     Company and Wilmington Trust Company, as Trustee (incorporated by reference
     to Exhibit 4(k) to the Company's Current Report on Form 8-K dated March 29,
     1996, File No. 0-17441)

4(l) Form of Certificate of  Designations of Preferred  Stock  (incorporated  by
     reference to Exhibit 4(b) to the Company's  Registration  Statement on Form
     S-3, Registration No. 33-50310)

4(m) Form  of  Deposit   Agreement,   including   form  of  Depositary   Receipt
     (incorporated  by reference to Exhibit 4(d) to the  Company's  Registration
     Statement on Form S-3, Registration No. 33-39960)

4(n) Form of Debt Warrant Agreement,  including form of Debt Warrant Certificate
     (incorporated  by reference to Exhibit 4(m) to the  Company's  Registration
     Statement on Form S-3, Registration No. 33-87588)

4(o) Form of Preferred  Stock  Warrant  Agreement,  including  form of Preferred
     Stock Warrant Certificate (incorporated by reference to Exhibit 4(n) to the
     Company's Registration Statement on Form S-3, Registration No. 33-87588)

4(p) Form of Common  Stock  Warrant  Agreement,  including  form of Common Stock
     Warrant  Certificate  (incorporated  by  reference  to Exhibit  4(o) to the
     Company's Registration Statement on Form S-3, Registration No. 33-87588)

4(q) Certificate  of Trust  (incorporated  by  reference  to Exhibit 4(q) to the
     Company's Form S-3, Registration Statement No. 33-80497)

4(r) Declaration  of Trust  (incorporated  by  reference  to Exhibit 4(r) to the
     Company's Form S-3, Registration Statement No. 33-80497)

4(s) Amended and  Restated  Declaration  of Trust,  including  form of Preferred
     Security  (incorporated  by  reference  to  Exhibit  4(s) to the  Company's
     Current Report on Form 8-K dated March 29, 1996, File No. 0-17441)

4(t) Supplemental  Indenture  dated as of March 29, 1996 between the Company and
     Wilmington Trust Company, as Trustee  (incorporated by reference to Exhibit
     4(t) to the Company's Current Report on Form 8-K dated March 29, 1996, File
     No. 0-17441)

                                      -4-

4(u) Preferred  Securities  Guarantee  Agreement  dated  as of  March  29,  1996
     (incorporated by reference to Exhibit 4(u) to the Company's  Current Report
     on Form 8-K dated March 29, 1996, File No. 0-17441)

5.1  Opinion of Company's General Counsel as to the legality of the shares

23.1 Consent of Company's General Counsel (included in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP, independent public accountants

24.1 Powers of Attorney

ITEM  9.  UNDERTAKINGS

A.     POST-EFFECTIVE AMENDMENTS

       The Company 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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the  Commission  pursuant to Rule 424(b) under the  Securities Act
         if, in the aggregate, the changes in volume and price represent no more
         than a 20% change in the maximum aggregate  offering price set forth in
         the   "Calculation  of   Registration   Fee"  table  in  the  effective
         Registration Statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement or any material  change in the  information  set forth in the
         Registration Statement;

PROVIDED,  HOWEVER,  that  subparagraphs  (i) and (ii) above 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 Company 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.     SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE

                                      -5-

       The Company  hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 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.     CLAIMS FOR INDEMNIFICATION

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  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.

                                      -6-
<PAGE>

                                   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  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  Minneapolis,  State of Minnesota,  on September 24,
1996.


                                     RELIASTAR FINANCIAL CORP.


                                     By /s/ JOHN G. TURNER*
                                        ----------------------
                                            John G. Turner
                                            Chairman 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.

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


/S/ JOHN G. TURNER*           Chairman and Chief             September 24, 1996
John G. Turner                Executive Officer
                              (Principal Executive
                              Officer)

/S/ WAYNE R. HUNEKE*          Senior Vice President,         September 24, 1996
Wayne R. Huneke               Chief Financial Officer,
                              and Treasurer (Principal
                              Financial and Accounting
                              Officer)


Carolyn H. Baldwin*           Director

F. Caleb Blodgett*            Director

Daniel J. Callahan, III*      Director

David C. Cox*                 Director

Jaye F. Dyer*                 Director

John H. Flittie*              Director

Luella G. Goldberg*           Director

William A. Hodder*            Director

James J. Howard*              Director

Randy C. James*               Director

Richard L. Knowlton*          Director

David A. Koch*                Director

Richard M. Kovacevich*        Director

Glen D. Nelson, M.D.*         Director

James J. Renier*              Director




*By /S/RICHARD R. CROWL                                       September 24, 1996
    -------------------------------
  Richard R. Crowl
  Attorney-in-Fact


<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NUMBER                        DESCRIPTION                                                 FORM OF FILING
- --------------                        -----------                                                 --------------
<S> <C>                                                                                                   
    4(a)   Certificate of Incorporation, as amended, of the Company (incorporated by reference to  Exhibit
           3(b)(1) to the Company's Registration Statement on Form S-4, Registration
           No. 33-25107) ....................................................................................N/A

    4(b)   Certificate of Designations relating to the Company's ESOP Convertible Preferred Stock (incorporated
           by reference to the Exhibit to the Company's Current Report on Form 8-K dated February 11, 1991, File
           No. 1-10640) .....................................................................................N/A

    4(c)   Certificate of Designations relating to the Company's 10% Senior Cumulative Preferred Stock
           (incorporated by reference to Exhibit 4(b) of the Company's Registration Statement on Form S-3,
           Registration No. 33-50310) .......................................................................N/A

    4(d)   By-Laws, as amended, of the Company (incorporated by reference to Exhibit 3 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1990, File No. 1-10640) ......................N/A

    4(e)   Surplus Note (incorporated by reference to Exhibit 4(e) to the Company's Registration Statement on
           Form S-3, Registration No. 33-87588) .............................................................N/A

    4(f)   Rights Agreement dated as of October 7, 1988 (incorporated by reference to Exhibit 1 to the Company's
           Registration Statement on Form 8-A dated October 4, 1989,
           File No. 0-17441) ................................................................................N/A

    4(g)   Amendment to Rights Agreement dated as of February 8, 1990 (incorporated by reference to Exhibit 1 to
           the Company's Amendment on Form 8 dated February 15, 1990 to Registration Statement on Form 8-A dated
           October 4, 1989, File No. 0-17441). ..............................................................N/A

    4(h)   Amendment to Rights Agreement dated as of September 10, 1994 (incorporated by reference to Exhibit 1
           to the Company's Amendment on Form 8-A/A dated September 12, 1994 to Registration Statement on Form
           8-A dated October 4, 1989, File No. 0-17441) .....................................................N/A

    4(i)   Form of Senior Indenture (incorporated by reference to Exhibit 4(i) to the Company's Registration
           Statement on Form S-3, Registration No. 33-87588) ................................................N/A

    4(j)   Form of Senior Subordinated Indenture (incorporated by reference to Exhibit 4(j) to the Company's Form
           S-3, Registration Statement No. 33-80497) ........................................................N/A

    4(k)   Junior Subordinated Indenture dated as of March 29, 1996, between the Company and Wilmington Trust
           Company, as Trustee (incorporated by reference to Exhibit 4(k) to the Company's Current Report on Form
           8-K dated March 29, 1996, File No. 0-17441) ......................................................N/A

    4(l)   Form of Certificate of Designations of Preferred Stock (incorporated by reference to Exhibit 4(b) to
           the Company's Registration Statement on Form S-3, Registration No. 33-50310) .....................N/A

    4(m)   Form of Deposit Agreement, including form of Depositary Receipt (incorporated by reference to Exhibit
           4(d) to the Company's Registration Statement on Form S-3, Registration
           No. 33-39960) ....................................................................................N/A

                                      -9-

    4(n)   Form of Debt Warrant Agreement, including form of Debt Warrant Certificate (incorporated by reference
           to Exhibit 4(m) to the Company's Registration Statement on Form S-3, Registration No. 33-87588) ..N/A

    4(o)   Form of Preferred Stock Warrant Agreement, including form of Preferred Stock Warrant Certificate
           (incorporated by reference to Exhibit 4(n) to the Company's Registration Statement on Form S-3,
           Registration No. 33-87588) .......................................................................N/A

    4(p)   Form of Common Stock Warrant Agreement, including form of Common Stock Warrant Certificate
           (incorporated by reference to Exhibit 4(o) to the Company's Registration Statement on Form S-3,
           Registration No. 33-87588) .......................................................................N/A

    4(q)   Certificate of Trust (incorporated by reference to Exhibit 4(q) to the Company's Form S-3,
           Registration Statement No. 33-80497) .............................................................N/A

    4(r)   Declaration of Trust (incorporated by reference to Exhibit 4(r) to the Company's Form S-3,
           Registration Statement No. 33-80497) .............................................................N/A

    4(s)   Amended and Restated Declaration of Trust, including form of Preferred Security (incorporated by
           reference to Exhibit 4(s) to the Company's Current Report on Form 8-K dated March 29, 1996, File No.
           0-17441) .........................................................................................N/A

    4(t)   Supplemental Indenture dated as of March 29, 1996 between the Company and Wilmington Trust Company, as
           Trustee (incorporated by reference to Exhibit 4(t) to the Company's   Form 8-K dated March 29, 1996,
           File No. 0-17441) ................................................................................N/A

    4(u)   Preferred  Securities  Guarantee Agreement dated as of March 29, 1996 (incorporated  by reference to 
           Exhibit 4(u) to the Company's  Current Form 8-K dated March 29, 1996, File No. 0-17441) ..........N/A

    5.1    Opinion of Company's General Counsel as to the legality
           of the shares.................................................................Electronic Transmission

    23.1   Consent of Company's General Counsel
           (included in Exhibit 5.1).....................................................Electronic Transmission

    23.2   Consent of Deloitte & Touche LLP, independent public
           accountants.  ................................................................Electronic Transmission

    24.1   Powers of Attorney............................................................Electronic Transmission
</TABLE>
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As filed with the Securities and Exchange Commission on September 27, 1996

                                                     Registration No. 33-_______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               -------------------
                            RELIASTAR FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

               Delaware                                        41-1620373
     (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

     20 Washington Avenue South
     Minneapolis, Minnesota                                       55402
     (Address of Principal Executive Offices)                  (Zip Code)

          THE RELIASTAR STOCK OWNERSHIP PLAN FOR NONEMPLOYEE DIRECTORS
                            (Full title of the plan)

                                                    Copy to:
  Richard R. Crowl                                 Jay L. Swanson, Esq.
  Senior Vice President, Secretary,                Dorsey & Whitney LLP
     and General Counsel                           Pillsbury Center South       
  ReliaStar Financial Corp.                        220 South Sixth Street       
  20 Washington Avenue South                       Minneapolis, Minnesota 55402 
  Minneapolis, Minnesota  55401                    
  (Name and address of agent for service)

                                 (612) 372-5432
          (Telephone number, including area code, of agent for service)

                                ----------------
            APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
              PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF
                          THIS REGISTRATION STATEMENT.

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed maximum     Proposed maximum       Amount of
  Title of securities to be          Amount to be     offering price per   aggregate offering     registration
     registered                       registered           share(1)             price                fee (2)
                                 
- -------------------------------------------------------------------------------------------------------------------

Common Stock, without par value       50,000 shares          $46.94            $2,347,000            $809.31

===================================================================================================================
(1)  Based solely for purposes of computing the  registration fee and based upon
     the  average  of the high and low sales  prices  for such  Common  Stock on
     September 23, 1996, as reported on the New York Stock Exchange.
(2)  Pursuant to Section 6(b) of the Act.

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following  documents of ReliaStar  Financial Corp.  ("ReliaStar" or the
"Company") which have been filed with the Securities and Exchange Commission are
hereby incorporated by reference in this Registration Statement:

     (a)  the Company's  Annual Report on Form 10-K for the year ended  December
          31, 1995;

     (b)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act") since
          December 31, 1995.

     (c)  The  description  of  the  Company's  Common  Stock  contained  in any
          Registration  Statement  filed under the Exchange  Act,  including any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents filed by the Company pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be deemed to be  incorporated  by reference  into this
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of such documents. Any statement contained herein or in a document all or
part of which is incorporated  or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION  OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Reference  is made to Section  145 of the  General  Corporation  Law of the
State of Delaware. Under Delaware law, the directors and officers of the Company
are entitled,  under certain  circumstances,  to be  indemnified  by the Company
against all expenses and  liabilities  incurred or imposed upon them as a result
of suits brought  against them as such  directors  and officers,  if they act in
good faith and in a manner  they  reasonably  believe to be in or not opposed to
the best interests of the Company,  and, with respect to any criminal  action or
proceeding,  have no  reasonable  cause to believe  their  conduct was unlawful,
except that no indemnification  shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable 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, they
are fairly and  reasonably  

                                      -2-

entitled to be indemnified for such expenses which such court shall deem proper.
Any such  indemnification  may be made by the Company only as authorized in each
specific  case  upon  a  determination  by  the  stockholders  or  disinterested
directors,  or under appropriate  circumstances  independent legal counsel, that
indemnification  is  proper  because  the  indemnitee  has  met  the  applicable
statutory standard of conduct.

     Section 7 of Article Sixth of the Company's  Certificate  of  Incorporation
provides that a director  shall not be  personally  liable to the Company or its
shareholders  for monetary  damages for breach of fiduciary duty by the director
as a director;  provided,  however,  that such Section 7 shall not  eliminate or
limit the liability of a director to the extent  provided by applicable  law (a)
for any  breach of the duty of  loyalty of the  director  to the  Company or its
shareholders,  (b) for acts or  omissions  not in good  faith  or which  involve
intentional  misconduct  or a knowing  violation  of law,  (c) for any  unlawful
action  under  Section  174 of the  General  Corporation  Law  of the  State  of
Delaware, or (d) for any transaction from which the director derived an improper
personal benefit. Section 7 of Article Sixth of the Certificate of Incorporation
further  provides  that no amendment to or repeal of such section shall apply to
or have any effect on the liability or alleged  liability of any director to the
Company for or with respect to any acts or  omissions of the director  occurring
prior to such amendment or repeal.  In addition,  such Section  provides that if
the laws of the State of Delaware are changed to permit  further  elimination or
limitation of the liability of directors, then the liability of each director of
the Company shall  thereupon be eliminated or limited to the fullest extent then
permitted by law.

     Article VII of the By-Laws of the Company provide for broad indemnification
of directors and officers of the Company.

     The Company maintains director and officer liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER                                               DESCRIPTION
- ------                                               -----------

4(a) Certificate of Incorporation,  as amended, of the Company  (incorporated by
     reference to Exhibit  3(b)(1) to the  Company's  Registration  Statement on
     Form S-4, Registration No. 33-25107)

4(b) Certificate  of  Designations  relating to the Company's  ESOP  Convertible
     Preferred Stock  (incorporated by reference to the Exhibit to the Company's
     Current Report on Form 8-K dated February 11, 1991, File No. 1-10640)

4(c) Certificate of Designations relating to the Company's 10% Senior Cumulative
     Preferred Stock (incorporated by reference to Exhibit 4(b) of the Company's
     Registration Statement on Form S-3, Registration No. 33-50310)

4(d) By-Laws, as amended, of the Company (incorporated by reference to Exhibit 3
     to the Company's Annual Report on Form 10-K for the year ended December 31,
     1990, File No. 1-10640)

4(e) Surplus Note  (incorporated  by reference to Exhibit 4(e) to the  Company's
     Registration Statement on Form S-3, Registration No. 33-87588)

                                      -3-

4(f) Rights Agreement dated as of October 7, 1988  (incorporated by reference to
     Exhibit 1 to the Company's Registration Statement on Form 8-A dated October
     4, 1989, File No. 0-17441)

4(g) Amendment to Rights Agreement dated as of February 8, 1990 (incorporated by
     reference to Exhibit 1 to the Company's  Amendment on Form 8 dated February
     15, 1990 to Registration  Statement on Form 8-A dated October 4, 1989, File
     No. 0-17441).

4(h) Amendment to Rights Agreement dated as of September 10, 1994  (incorporated
     by  reference to Exhibit 1 to the  Company's  Amendment on Form 8-A/A dated
     September 12, 1994 to  Registration  Statement on Form 8-A dated October 4,
     1989, File No. 0-17441)

4(i) Form of Senior Indenture  (incorporated by reference to Exhibit 4(i) to the
     Company's Registration Statement on Form S-3, Registration No. 33-87588)

4(j) Form of Senior Subordinated Indenture (incorporated by reference to Exhibit
     4(j) to the Company's Form S-3, Registration Statement No. 33-80497)

4(k) Junior  Subordinated  Indenture  dated as of March 29,  1996,  between  the
     Company and Wilmington Trust Company, as Trustee (incorporated by reference
     to Exhibit 4(k) to the Company's Current Report on Form 8-K dated March 29,
     1996, File No. 0-17441)

4(l) Form of Certificate of  Designations of Preferred  Stock  (incorporated  by
     reference to Exhibit 4(b) to the Company's  Registration  Statement on Form
     S-3, Registration No. 33-50310)

4(m) Form  of  Deposit   Agreement,   including   form  of  Depositary   Receipt
     (incorporated  by reference to Exhibit 4(d) to the  Company's  Registration
     Statement on Form S-3, Registration No. 33-39960)

4(n) Form of Debt Warrant Agreement,  including form of Debt Warrant Certificate
     (incorporated  by reference to Exhibit 4(m) to the  Company's  Registration
     Statement on Form S-3, Registration No. 33-87588)

4(o) Form of Preferred  Stock  Warrant  Agreement,  including  form of Preferred
     Stock Warrant Certificate (incorporated by reference to Exhibit 4(n) to the
     Company's Registration Statement on Form S-3, Registration No. 33-87588)

4(p) Form of Common  Stock  Warrant  Agreement,  including  form of Common Stock
     Warrant  Certificate  (incorporated  by  reference  to Exhibit  4(o) to the
     Company's Registration Statement on Form S-3, Registration No. 33-87588)

4(q) Certificate  of Trust  (incorporated  by  reference  to Exhibit 4(q) to the
     Company's Form S-3, Registration Statement No. 33-80497)

4(r) Declaration  of Trust  (incorporated  by  reference  to Exhibit 4(r) to the
     Company's Form S-3, Registration Statement No. 33-80497)

4(s) Amended and  Restated  Declaration  of Trust,  including  form of Preferred
     Security  (incorporated  by  reference  to  Exhibit  4(s) to the  Company's
     Current Report on Form 8-K dated March 29, 1996, File No. 0-17441)

4(t) Supplemental  Indenture  dated as of March 29, 1996 between the Company and
     Wilmington Trust Company, as Trustee  (incorporated by reference to Exhibit
     4(t) to the Company's Current Report on Form 8-K dated March 29, 1996, File
     No. 0-17441)

                                      -4-

4(u) Preferred  Securities  Guarantee  Agreement  dated  as of  March  29,  1996
     (incorporated by reference to Exhibit 4(u) to the Company's  Current Report
     on Form 8-K dated March 29, 1996, File No. 0-17441)

5.1  Opinion of Company's General Counsel as to the legality of the shares

23.1 Consent of Company's General Counsel (included in Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP, independent public accountants

24.1 Powers of Attorney

ITEM  9.  UNDERTAKINGS

A.     POST-EFFECTIVE AMENDMENTS

       The Company 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.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the  Commission  pursuant to Rule 424(b) under the  Securities Act
         if, in the aggregate, the changes in volume and price represent no more
         than a 20% change in the maximum aggregate  offering price set forth in
         the   "Calculation  of   Registration   Fee"  table  in  the  effective
         Registration Statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement or any material  change in the  information  set forth in the
         Registration Statement;

PROVIDED,  HOWEVER,  that  subparagraphs  (i) and (ii) above 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 Company 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.     SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE

                                      -5-

       The Company  hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities Act of 1933, each filing of the Company's  annual
report pursuant to Section 13(a) or 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.     CLAIMS FOR INDEMNIFICATION

       Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company 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
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer or  controlling  person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  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.

                                      -6-
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  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  Minneapolis,  State of Minnesota,  on September 24,
1996.

                                     RELIASTAR FINANCIAL CORP.

                                     By /s/ JOHN G. TURNER*
                                        ----------------------
                                            John G. Turner
                                            Chairman 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.

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

/S/ JOHN G. TURNER*           Chairman and Chief             September 24, 1996
John G. Turner                Executive Officer
                              (Principal Executive
                              Officer)

/S/ WAYNE R. HUNEKE*          Senior Vice President,         September 24, 1996
Wayne R. Huneke               Chief Financial Officer,
                              and Treasurer (Principal
                              Financial and Accounting
                              Officer)

Carolyn H. Baldwin*           Director

F. Caleb Blodgett*            Director

Daniel J. Callahan, III*      Director

David C. Cox*                 Director

Jaye F. Dyer*                 Director

John H. Flittie*              Director

Luella G. Goldberg*           Director

William A. Hodder*            Director

James J. Howard*              Director

Randy C. James*               Director

Richard L. Knowlton*          Director

David A. Koch*                Director

Richard M. Kovacevich*        Director

Glen D. Nelson, M.D.*         Director

James J. Renier*              Director

*By /S/RICHARD R. CROWL                                       September 24, 1996
    -------------------------------
  Richard R. Crowl
  Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT NUMBER                        DESCRIPTION                                                 FORM OF FILING
- --------------                        -----------                                                 --------------
4(a)   Certificate of Incorporation, as amended, of the Company (incorporated by reference to  Exhibit
           3(b)(1) to the Company's Registration Statement on Form S-4, Registration
           No. 33-25107) ....................................................................................N/A

    4(b)   Certificate of Designations relating to the Company's ESOP Convertible Preferred Stock (incorporated
           by reference to the Exhibit to the Company's Current Report on Form 8-K dated February 11, 1991, File
           No. 1-10640) .....................................................................................N/A

    4(c)   Certificate of Designations relating to the Company's 10% Senior Cumulative Preferred Stock
           (incorporated by reference to Exhibit 4(b) of the Company's Registration Statement on Form S-3,
           Registration No. 33-50310) .......................................................................N/A

    4(d)   By-Laws, as amended, of the Company (incorporated by reference to Exhibit 3 to the Company's Annual
           Report on Form 10-K for the year ended December 31, 1990, File No. 1-10640) ......................N/A

    4(e)   Surplus Note (incorporated by reference to Exhibit 4(e) to the Company's Registration Statement on
           Form S-3, Registration No. 33-87588) .............................................................N/A

    4(f)   Rights Agreement dated as of October 7, 1988 (incorporated by reference to Exhibit 1 to the Company's
           Registration Statement on Form 8-A dated October 4, 1989,
           File No. 0-17441) ................................................................................N/A

    4(g)   Amendment to Rights Agreement dated as of February 8, 1990 (incorporated by reference to Exhibit 1 to
           the Company's Amendment on Form 8 dated February 15, 1990 to Registration Statement on Form 8-A dated
           October 4, 1989, File No. 0-17441). ..............................................................N/A

    4(h)   Amendment to Rights Agreement dated as of September 10, 1994 (incorporated by reference to Exhibit 1
           to the Company's Amendment on Form 8-A/A dated September 12, 1994 to Registration Statement on Form
           8-A dated October 4, 1989, File No. 0-17441) .....................................................N/A

    4(i)   Form of Senior Indenture (incorporated by reference to Exhibit 4(i) to the Company's Registration
           Statement on Form S-3, Registration No. 33-87588) ................................................N/A

    4(j)   Form of Senior Subordinated Indenture (incorporated by reference to Exhibit 4(j) to the Company's Form
           S-3, Registration Statement No. 33-80497) ........................................................N/A

    4(k)   Junior Subordinated Indenture dated as of March 29, 1996, between the Company and Wilmington Trust
           Company, as Trustee (incorporated by reference to Exhibit 4(k) to the Company's Current Report on Form
           8-K dated March 29, 1996, File No. 0-17441) ......................................................N/A

    4(l)   Form of Certificate of Designations of Preferred Stock (incorporated by reference to Exhibit 4(b) to
           the Company's Registration Statement on Form S-3, Registration No. 33-50310) .....................N/A

    4(m)   Form of Deposit Agreement, including form of Depositary Receipt (incorporated by reference to Exhibit
           4(d) to the Company's Registration Statement on Form S-3, Registration
           No. 33-39960) ....................................................................................N/A

                                      -9-

    4(n)   Form of Debt Warrant Agreement, including form of Debt Warrant Certificate (incorporated by reference
           to Exhibit 4(m) to the Company's Registration Statement on Form S-3, Registration No. 33-87588) ..N/A

    4(o)   Form of Preferred Stock Warrant Agreement, including form of Preferred Stock Warrant Certificate
           (incorporated by reference to Exhibit 4(n) to the Company's Registration Statement on Form S-3,
           Registration No. 33-87588) .......................................................................N/A

    4(p)   Form of Common Stock Warrant Agreement, including form of Common Stock Warrant Certificate
           (incorporated by reference to Exhibit 4(o) to the Company's Registration Statement on Form S-3,
           Registration No. 33-87588) .......................................................................N/A

    4(q)   Certificate of Trust (incorporated by reference to Exhibit 4(q) to the Company's Form S-3,
           Registration Statement No. 33-80497) .............................................................N/A

    4(r)   Declaration of Trust (incorporated by reference to Exhibit 4(r) to the Company's Form S-3,
           Registration Statement No. 33-80497) .............................................................N/A

    4(s)   Amended and Restated Declaration of Trust, including form of Preferred Security (incorporated by
           reference to Exhibit 4(s) to the Company's Current Report on Form 8-K dated March 29, 1996, File No.
           0-17441) .........................................................................................N/A

    4(t)   Supplemental Indenture dated as of March 29, 1996 between the Company and Wilmington Trust Company, as
           Trustee (incorporated by reference to Exhibit 4(t) to the Company's   Form 8-K dated March 29, 1996,
           File No. 0-17441) ................................................................................N/A

    4(u)   Preferred  Securities  Guarantee Agreement dated as of March 29, 1996 (incorporated  by reference to 
           Exhibit 4(u) to the Company's  Current Form 8-K dated March 29, 1996, File No. 0-17441) ..........N/A

    5.1    Opinion of Company's General Counsel as to the legality
           of the shares.................................................................Electronic Transmission

    23.1   Consent of Company's General Counsel
           (included in Exhibit 5.1).....................................................Electronic Transmission

    23.2   Consent of Deloitte & Touche LLP, independent public
           accountants.  ................................................................Electronic Transmission

    24.1   Powers of Attorney............................................................Electronic Transmission