As filed with the Securities and Exchange Commission on May 2, 1996.
                                                    Registration No. 33-
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                           RESOURCE AMERICA, INC.
           (Exact name of registrant as specified in its charter)

DELAWARE        1521 Locust Street, Philadelphia, PA  19102     72-0654145
(State or            (Address of Principal       (Zip Code)        (I.R.S.
 other                  Executive Offices)                        Employer
 jurisdiction                                          Identification No.)
 of incorporation)

          RESOURCE AMERICA, INC. 1989 KEY EMPLOYEE STOCK OPTION PLAN
                        (Full title of the plan)

                          Michael L. Staines
                        Senior Vice President
                        Resource America, Inc.
                         1521 Locust Street
                       Philadelphia, PA  19102
               (Name and address of agent for service)

                           (215) 546-5005
      (Telephone number, including area code, of agent for service)

                              Copy to:
                   J. Baur Whittlesey, Esquire
                     Ledgewood Law Firm, P.C.
                1521 Locust Street - Eighth Floor
                     Philadelphia, PA  19102
                         (215) 731-9450
<PAGE>
                   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      unit(2)    price(2)      fee
- ------------------------------------------------------------------------------
Class A Common 
  stock, par value 
  $.01 per
  share             146,068 shares  $ 48.75    $7,120,815    $ 2,456.68
interests in
the Plan (1)                        $          $             $         
                    --------------   -------     --------      --------
- ------------------------------------------------------------------------------

(1)  There are no interests to be offered or sold pursuant to the employee
     benefit plan described herein.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 on the
     basis of $48.75 per share, the average of the high and low prices of
     the Registrant's Common Stock as reported on the Nasdaq National
     Market on April 26, 1996.

<PAGE>
                           EXPLANATORY NOTE
                           ----------------

     Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of Form
S-3 relating to a reoffer by a certain entity of shares of Common Stock
of Resource America, Inc. acquired pursuant to the Resource America, Inc.
1989 Key Employee Stock Option Plan.

                        CROSS-REFERENCE SHEET
                        ---------------------

ITEM NUMBER                                            LOCATION IN REOFFER
IN FORM S-3                                                   PROSPECTUS

1.  Forepart of Registration Statement and
    Outside Front Cover Page .......................... Facing Page, Cross
                                                    Reference Sheet, Cover
                                                        Page of Prospectus

2.  Inside Front and Outside Back Cover Pages
    of Prospectus...................................Available Information,
                                                  Incorporation of Certain
                                                   Documents by Reference,
                                                         Table of Contents

3.  Summary Information, Risk Factors and
    Ratio of Earnings to Fixed Charges............Cover page, Registrant's
                                                       Form 10-KSB for the
                                                         fiscal year ended
                                                       September 30, 1995,
                                                  Registrant's Form 10-QSB
                                                     for the quarter ended
                                                         December 31, 1995

4.  Use of Proceeds........................................Use of Proceeds

5.  Determination of Offering Price....................................N/A

6.  Dilution...........................................................N/A

7.  Selling Security Holders...................................Cover Page,
                                                       Selling Shareholder

8.  Plan of Distribution.......................................Cover Page,
                                                      Plan of Distribution

9.  Description of Securities to be Registered.........................N/A

10. Interests of Named Experts and Counsel..........Legal Opinion, Experts

11. Material Changes...................................................N/A
<PAGE>
12. Incorporation of Certain Information................ .Incorporation of
                                                         Certain Documents
                                                              by Reference

13.  Disclosure of Commission Position on
     Indemnification for Securities Act
     Liabilities........................................Indemnification of
                                                    Directors and Officers

*Document incorporated by reference
<PAGE>
PROSPECTUS


                            RESOURCE AMERICA, INC.
                  11,236 Shares of Class A Common Stock

     This Prospectus may be used by the Estate of Francis J. Bagnell (the
"ESTATE"), an affiliate of Resource America, Inc., a Delaware corporation
("RAI"), to sell shares (the "SHARES") of Class A common stock, $.01 par
value, of RAI (the "COMMON STOCK"), which Shares were acquired by the
Estate upon the exercise of certain stock options granted to Francis J.
Bagnell, the late President of RAI, by RAI pursuant to the Resource
America, Inc. 1989 Key Employee Stock Option Plan (the "OPTION PLAN").

     The Common Stock is traded on the Nasdaq National Market under the
symbol "REXI."  It is anticipated that the Estate will offer the Shares
for sale at prevailing prices on Nasdaq National Market on the date of
sale.  All proceeds from any sales of the Shares will inure to the benefit
of the Estate.  RAI will not receive any of the proceeds from the sale of
the Shares which may be offered hereby.  All expenses of registration
incurred in connection herewith are being borne by RAI, but the Estate
will bear all selling and other expenses incurred in connection with the
sale of the Shares.

     No underwriting is being utilized in connection with this
registration of Common Stock and, accordingly, the Shares are being
offered without underwriting discounts.  Normal brokerage commissions,
discounts and fees will be payable by the Estate.  The Estate and any
broker executing selling orders on behalf of the Estate may be deemed to
be an "underwriter" within the meaning of the Securities Act of 1933, as
amended (the "SECURITIES ACT"), in which event commissions received by
such broker may be deemed to be underwriting commissions under the
Securities Act.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                       _______________________

             The date of this Prospectus is May 2, 1996.
<PAGE>
                           TABLE OF CONTENTS
                           -----------------

AVAILABLE INFORMATION....................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................3

RESOURCE AMERICA, INC....................................................4

USE OF PROCEEDS..........................................................4

SELLING SHAREHOLDER......................................................4

PLAN OF DISTRIBUTION.....................................................5

LEGAL MATTERS............................................................5

EXPERTS..................................................................5



<PAGE>
                           AVAILABLE INFORMATION
                          -----------------------

     RAI is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "COMMISSION"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's regional offices at 500 West
Madison Street, Chicago, Illinois 60661 and World Trade Center, New York,
New York 10048.  Copies of such materials can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

     RAI has filed with the Commission a Registration Statement on Form
S-8 (together with any amendments thereto, the "REGISTRATION
STATEMENT"), under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), with respect to the securities offered hereby.  This Prospectus,
which constitutes a part of the Registration Statement, omits certain
information contained in the Registration Statement as permitted by the
rules and regulations of the Commission.  For further information with
respect to RAI and the securities offered hereby, reference is made to the
Registration Statement and the exhibits and financial statements, notes
and schedules filed as part thereof or incorporated by reference therein,
which may be inspected at the public reference facilities of the
Commission, at the addresses set forth above.  Statements made in this
Prospectus concerning the contents of any documents referred to herein are
not necessarily complete, and in each instance are qualified in all
respects by reference to the copy of such document filed as an exhibit to
the Registration Statement or incorporated by reference therein.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
             -----------------------------------------------

     The following documents, previously filed with the Commission (File
No.0-4408) pursuant to Section 13 of the Exchange Act, are incorporated
by reference herein and made a part hereof: (i) RAI's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1995; (ii) RAI's
Quarterly Report on Form 10-QSB for the quarter ended December 31, 1995;
and (iii) the description of RAI's Common Stock contained in Form 8-A
filed with the Commission, pursuant to Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
<PAGE>
    All reports and any definitive proxy or information statements filed
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other 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 Prospectus.

     RAI will provide without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the documents referred to above which have been or
may be incorporated in this Prospectus by reference (other than exhibits
not specifically incorporated by reference into the texts of such
documents).  Written or oral requests for such copies should be directed
to: Secretary, Resource America, Inc., 1521 Locust Street, Philadelphia,
Pennsylvania 19102, (215) 546-5005.

                         RESOURCE AMERICA, INC.
                         ----------------------

     Resource America, Inc. ("RAI") is a specialty-finance company
involved in the acquisition and management of income producing partnership
related assets principally in two industries: real estate finance and
energy.

     In real estate, RAI is currently focused on the purchase at a
discount of income producing real estate mortgages in the $1 Million to
$10 Million range - a range that has been largely overlooked by the
large national and international financial institutions.  RAI has been
able to purchase sixteen such mortgages representing a total mortgage
receivable in excess of $52 Million at an aggregate cost of $18 Million
from such institutions.  RAI has been able to generate income from the
restructuring of several such mortgages.  RAI intends to purchase at a
discount additional real estate loans with yields which are generally
similar to those of its current mortgage portfolio.  RAI has financed its
mortgage purchases through the use of internally generated cash and
through borrowings from an insurance company.

     In energy, RAI produces, transports and operates natural gas and oil
properties for its own account and that of investors.  RAI has interests in
767 wells, operating approximately 680 of those wells (primarily in Ohio,
New York and Pennsylvania), and owns and/or operates approximately 310
miles of gas pipelines in its producing fields in those states.
Additionally, RAI holds mineral rights under approximately 88,000 net
acres.  Through a subsidiary, RAI provides well services to others.
<PAGE>
     RAI's principal executive offices are located at 1521 Locust Street,
Philadelphia, Pennsylvania 19102 and its telephone number is
(215) 546-5005.

                             USE OF PROCEEDS
                             ---------------

     The Shares which are registered hereby are to be sold for the account
of the Estate.  Accordingly, RAI will not receive any of the proceeds from
the sale of the Shares by the Estate.

                           SELLING SHAREHOLDER
                           -------------------

     The Shares being registered for reoffer and resale hereunder by the
Estate are the only securities of RAI owned by the Estate.  The Shares
were acquired pursuant to the exercise of stock options granted to
Francis J. Bagnell, deceased President and Director of RAI, pursuant to
the Option Plan prior to his death.  The Estate may resell all, a portion,
or none of such Shares. 

                          PLAN OF DISTRIBUTION
                         ----------------------

     Any of the Shares sold pursuant to this Prospectus will be sold by
the Estate for its own account and it will receive all proceeds from any
such sales.  The Estate has not advised RAI of any specific plans for the
distribution of the Shares covered by this Prospectus, but, if and when
the Shares are sold, it is anticipated that the Shares will be sold from
time to time primarily in transactions on Nasdaq National Market at the
market price then prevailing, although sales may be made in negotiated
transactions or otherwise, at prices related to such prevailing market
price or otherwise.  If the Shares are sold through brokers, the Estate
may pay customary brokerage commissions and charges.

                             LEGAL OPINION
                             -------------

     The validity of the shares of Common Stock being offered hereby is
being passed upon for RAI by Ledgewood Law Firm, P.C. ("LEDGEWOOD"),
counsel to RAI.  Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of RAI as well as the Chairman, Chief Executive Officer,
President and a director.

                                EXPERTS
                                -------

     The consolidated financial statements of RAI included in RAI's Annual
Report on Form 10-KSB for the fiscal year ended September 30, 1995 and
incorporated by reference in this Prospectus, have been so incorporated
herein in reliance upon the reports of Grant Thornton LLP, independent
accountants, given on the authority of said firm as experts in accounting
and auditing.
<PAGE>
                                   PART I
                                   ------

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

                                PART II
                                -------

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of Resource America, Inc. (the "REGISTRANT")
and the Resource America, Inc. 1989 Key Employee Stock Option Plan (the
"PLAN") filed or to be filed with the Securities and Exchange Commission
(the "COMMISSION") are incorporated by reference in this Registration
Statement as of their respective dates:

     1.  The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995 containing the audited consolidated
financial statements of the Registrant for the fiscal years ended
September 30, 1994 and 1995.

     2.  The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.

     3.  The description of the Common Stock of the Registrant (formerly
called Resource Exploration, Inc.) contained the Registrant's Registration
Statement on Form 8-A, Commission number 0-4408, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
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 herein and to be part hereof from the date of
filing of such documents.
<PAGE>
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Registrant's Common Stock being registered hereby
is being passed upon by Ledgewood Law Firm, P.C. ("LEDGEWOOD"), counsel to
the Registrant.  Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of the Registrant as well as President and a director.

Item 6.  Indemnification of Directors and Officers.

     Pursuant to the bylaws of the Registrant, the Registrant is required
to indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director or
officer, as the case may be, of the Registrant.

Item 7.  Exemption from Registration Claimed.

     The securities to be reoffered or resold pursuant to this
Registration Statement were issued in a private offering pursuant to
Section 4(2) of the Securities Act to fewer than ten individuals all of
whom were officers and/or directors of the Registrant at the time the
securities were issued

Item 8.  Exhibits.

     The following exhibits are filed herewith:

Exhibit
  No.          Document
- -------        -----------------------------------
   4           Resource America, Inc. 1989 Key Employee Stock Option Plan.

   5           Opinion of Ledgewood Law Firm, P.C. as to the legality of
               securities being registered (including consent).

 24(a)         Consent of Grant Thornton LLP.

 24(b)         Consent of Ledgewood Law Firm, P.C. (included in
               Exhibit 5).

  25           Power of Attorney (included as part of signature pages to
               this Registration Statement).

<PAGE>
Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K
- ------------------------------------------------------

     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;

          (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 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 (i) and (ii) do not apply if 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 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.

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

Undertakings required by item 512(b) of Regulation S-K
- ------------------------------------------------------

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 the initial
bona fide offering thereof.
<PAGE>
Undertakings required by Item 512(h) of Regulation S-K
- ------------------------------------------------------

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 an action, suit or proceeding) is asserted by such
director, offering 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
Securities Act and will be governed by the final adjudication of such
issue.

<PAGE>
                                SIGNATURES

     The Registrant.  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 Philadelphia,
Commonwealth of Pennsylvania, on April 30, 1996.


                        RESOURCE AMERICA, INC.


                                         By: /s/ Edward E. Cohen
                                                 -------------------
                                                 Edward E. Cohen
                                                 President
                                                 (Chief Executive Officer)


     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996.

                        RESOURCE AMERICA, INC. 1989 KEY
                        EMPLOYEE STOCK OPTION PLAN

                                         By: /s/ Carlos C. Campbell
                                             ---------------------------------- 
                                                 Carlos C. Campbell
                                                 Committee Chairman


                              POWER OF ATTORNEY

     Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen and Michael L. Staines, and each
of them acting alone, his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities,
to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or said attorney-in-fact's substitute or
substitutes may do or cause to be done by virtue hereof.


<PAGE>
                                  SIGNATURES

     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 date indicated.

/s/ Edward E. Cohen                                  Date:  April 30, 1996
- -----------------------------------------
    EDWARD E. COHEN, Chairman of 
    the Board and President


/s/ Michael L. Staines                               Date:  April 30, 1996
- -----------------------------------------
    MICHAEL L. STAINES, Senior 
    Vice President and 
    Secretary and a Director


/s/ Carlos C. Campbell                               Date:  April 30, 1996
- -----------------------------------------
    CARLOS C. CAMPBELL, Director


/s/ John R. Hart                                     Date:  April 30, 1996
- -----------------------------------------
    JOHN R. HART, Director


/s/ Andrew M. Lubin                                  Date:  April 30, 1996
- -----------------------------------------
    ANDREW M. LUBIN, Director


/s/ Alan D. Schreiber, M.D.                          Date:  April 30, 1996
- -----------------------------------------
    ALAN D. SCHREIBER, M.D., Director 


/s/ John S. White                                    Date:  April 30, 1996
- -----------------------------------------
    JOHN S. WHITE, Director


/s/ Nancy J. McGurk                                  Date:  April 30, 1996
    NANCY J. MCGURK, Vice President -
    Finance and Treasurer (Chief Accounting
    Officer)
<PAGE>
                                EXHIBIT INDEX

Exhibit No.  Document                                                     Page
- -----------  --------------------------------------------                ------
    4        Resource America, Inc. 1989 Key Employee Stock Option Plan.     13

    5        Opinion of Ledgewood Law Firm, P.C. as to the legality          27
             of securities being registered (including consent).

  24(a)      Consent of Grant Thornton LLP                                   30

  24(b)      Consent of Ledgewood Law Firm, P.C. (included in
             Exhibit 5).

   25        Power of Attorney (included as part of signature pages 
             to this registration statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29900}]
{"company-data": {"conformed-name": "RESOURCE AMERICA INC", "cik": "0000083402", "assigned-sic": "1311", "irs-number": "720654145", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-03099", "film-number": "96555629"}, "business-address": {"street1": "1521 LOCUST STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2155465005"}, "mail-address": {"street1": "2876 SOUTH ARLINGTON ROAD", "city": "AKRON", "state": "OH", "zip": "44312"}, "former-company": [{"former-conformed-name": "RESOURCE EXPLORATION INC", "date-changed": "19890214"}, {"former-conformed-name": "SMTR CORP", "date-changed": "19700522"}]}
As filed with the Securities and Exchange Commission on May 2, 1996.
                                                    Registration No. 33-
==========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                           RESOURCE AMERICA, INC.
           (Exact name of registrant as specified in its charter)

DELAWARE        1521 Locust Street, Philadelphia, PA  19102     72-0654145
(State or            (Address of Principal       (Zip Code)        (I.R.S.
 other                  Executive Offices)                        Employer
 jurisdiction                                          Identification No.)
 of incorporation)

          RESOURCE AMERICA, INC. 1989 KEY EMPLOYEE STOCK OPTION PLAN
                        (Full title of the plan)

                          Michael L. Staines
                        Senior Vice President
                        Resource America, Inc.
                         1521 Locust Street
                       Philadelphia, PA  19102
               (Name and address of agent for service)

                           (215) 546-5005
      (Telephone number, including area code, of agent for service)

                              Copy to:
                   J. Baur Whittlesey, Esquire
                     Ledgewood Law Firm, P.C.
                1521 Locust Street - Eighth Floor
                     Philadelphia, PA  19102
                         (215) 731-9450
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      unit(2)    price(2)      fee
- ------------------------------------------------------------------------------
Class A Common 
  stock, par value 
  $.01 per
  share             146,068 shares  $ 48.75    $7,120,815    $ 2,456.68
interests in
the Plan (1)                        $          $             $         
                    --------------   -------     --------      --------
- ------------------------------------------------------------------------------

(1)  There are no interests to be offered or sold pursuant to the employee
     benefit plan described herein.

(2)  Estimated solely for purposes of determining the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 on the
     basis of $48.75 per share, the average of the high and low prices of
     the Registrant's Common Stock as reported on the Nasdaq National
     Market on April 26, 1996.
EXPLANATORY NOTE
                           ----------------

     Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of Form
S-3 relating to a reoffer by a certain entity of shares of Common Stock
of Resource America, Inc. acquired pursuant to the Resource America, Inc.
1989 Key Employee Stock Option Plan.

                        CROSS-REFERENCE SHEET
                        ---------------------

ITEM NUMBER                                            LOCATION IN REOFFER
IN FORM S-3                                                   PROSPECTUS

1.  Forepart of Registration Statement and
    Outside Front Cover Page .......................... Facing Page, Cross
                                                    Reference Sheet, Cover
                                                        Page of Prospectus

2.  Inside Front and Outside Back Cover Pages
    of Prospectus...................................Available Information,
                                                  Incorporation of Certain
                                                   Documents by Reference,
                                                         Table of Contents

3.  Summary Information, Risk Factors and
    Ratio of Earnings to Fixed Charges............Cover page, Registrant's
                                                       Form 10-KSB for the
                                                         fiscal year ended
                                                       September 30, 1995,
                                                  Registrant's Form 10-QSB
                                                     for the quarter ended
                                                         December 31, 1995

4.  Use of Proceeds........................................Use of Proceeds

5.  Determination of Offering Price....................................N/A

6.  Dilution...........................................................N/A

7.  Selling Security Holders...................................Cover Page,
                                                       Selling Shareholder

8.  Plan of Distribution.......................................Cover Page,
                                                      Plan of Distribution

9.  Description of Securities to be Registered.........................N/A

10. Interests of Named Experts and Counsel..........Legal Opinion, Experts

11. Material Changes...................................................N/A
12. Incorporation of Certain Information................ .Incorporation of
                                                         Certain Documents
                                                              by Reference

13.  Disclosure of Commission Position on
     Indemnification for Securities Act
     Liabilities........................................Indemnification of
                                                    Directors and Officers

*Document incorporated by reference
PROSPECTUS

                            RESOURCE AMERICA, INC.
                  11,236 Shares of Class A Common Stock

     This Prospectus may be used by the Estate of Francis J. Bagnell (the
"ESTATE"), an affiliate of Resource America, Inc., a Delaware corporation
("RAI"), to sell shares (the "SHARES") of Class A common stock, $.01 par
value, of RAI (the "COMMON STOCK"), which Shares were acquired by the
Estate upon the exercise of certain stock options granted to Francis J.
Bagnell, the late President of RAI, by RAI pursuant to the Resource
America, Inc. 1989 Key Employee Stock Option Plan (the "OPTION PLAN").

     The Common Stock is traded on the Nasdaq National Market under the
symbol "REXI."  It is anticipated that the Estate will offer the Shares
for sale at prevailing prices on Nasdaq National Market on the date of
sale.  All proceeds from any sales of the Shares will inure to the benefit
of the Estate.  RAI will not receive any of the proceeds from the sale of
the Shares which may be offered hereby.  All expenses of registration
incurred in connection herewith are being borne by RAI, but the Estate
will bear all selling and other expenses incurred in connection with the
sale of the Shares.

     No underwriting is being utilized in connection with this
registration of Common Stock and, accordingly, the Shares are being
offered without underwriting discounts.  Normal brokerage commissions,
discounts and fees will be payable by the Estate.  The Estate and any
broker executing selling orders on behalf of the Estate may be deemed to
be an "underwriter" within the meaning of the Securities Act of 1933, as
amended (the "SECURITIES ACT"), in which event commissions received by
such broker may be deemed to be underwriting commissions under the
Securities Act.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
                       _______________________

             The date of this Prospectus is May 2, 1996.
TABLE OF CONTENTS
                           -----------------

AVAILABLE INFORMATION....................................................3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..........................3

RESOURCE AMERICA, INC....................................................4

USE OF PROCEEDS..........................................................4

SELLING SHAREHOLDER......................................................4

PLAN OF DISTRIBUTION.....................................................5

LEGAL MATTERS............................................................5

EXPERTS..................................................................5
AVAILABLE INFORMATION
                          -----------------------

     RAI is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "COMMISSION"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's regional offices at 500 West
Madison Street, Chicago, Illinois 60661 and World Trade Center, New York,
New York 10048.  Copies of such materials can also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.

     RAI has filed with the Commission a Registration Statement on Form
S-8 (together with any amendments thereto, the "REGISTRATION
STATEMENT"), under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), with respect to the securities offered hereby.  This Prospectus,
which constitutes a part of the Registration Statement, omits certain
information contained in the Registration Statement as permitted by the
rules and regulations of the Commission.  For further information with
respect to RAI and the securities offered hereby, reference is made to the
Registration Statement and the exhibits and financial statements, notes
and schedules filed as part thereof or incorporated by reference therein,
which may be inspected at the public reference facilities of the
Commission, at the addresses set forth above.  Statements made in this
Prospectus concerning the contents of any documents referred to herein are
not necessarily complete, and in each instance are qualified in all
respects by reference to the copy of such document filed as an exhibit to
the Registration Statement or incorporated by reference therein.

             INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
             -----------------------------------------------

     The following documents, previously filed with the Commission (File
No.0-4408) pursuant to Section 13 of the Exchange Act, are incorporated
by reference herein and made a part hereof: (i) RAI's Annual Report on
Form 10-KSB for the fiscal year ended September 30, 1995; (ii) RAI's
Quarterly Report on Form 10-QSB for the quarter ended December 31, 1995;
and (iii) the description of RAI's Common Stock contained in Form 8-A
filed with the Commission, pursuant to Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All reports and any definitive proxy or information statements filed
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing of such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other 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 Prospectus.

     RAI will provide without charge, to each person to whom this
Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the documents referred to above which have been or
may be incorporated in this Prospectus by reference (other than exhibits
not specifically incorporated by reference into the texts of such
documents).  Written or oral requests for such copies should be directed
to: Secretary, Resource America, Inc., 1521 Locust Street, Philadelphia,
Pennsylvania 19102, (215) 546-5005.

                         RESOURCE AMERICA, INC.
                         ----------------------

     Resource America, Inc. ("RAI") is a specialty-finance company
involved in the acquisition and management of income producing partnership
related assets principally in two industries: real estate finance and
energy.

     In real estate, RAI is currently focused on the purchase at a
discount of income producing real estate mortgages in the $1 Million to
$10 Million range - a range that has been largely overlooked by the
large national and international financial institutions.  RAI has been
able to purchase sixteen such mortgages representing a total mortgage
receivable in excess of $52 Million at an aggregate cost of $18 Million
from such institutions.  RAI has been able to generate income from the
restructuring of several such mortgages.  RAI intends to purchase at a
discount additional real estate loans with yields which are generally
similar to those of its current mortgage portfolio.  RAI has financed its
mortgage purchases through the use of internally generated cash and
through borrowings from an insurance company.

     In energy, RAI produces, transports and operates natural gas and oil
properties for its own account and that of investors.  RAI has interests in
767 wells, operating approximately 680 of those wells (primarily in Ohio,
New York and Pennsylvania), and owns and/or operates approximately 310
miles of gas pipelines in its producing fields in those states.
Additionally, RAI holds mineral rights under approximately 88,000 net
acres.  Through a subsidiary, RAI provides well services to others.
RAI's principal executive offices are located at 1521 Locust Street,
Philadelphia, Pennsylvania 19102 and its telephone number is
(215) 546-5005.

                             USE OF PROCEEDS
                             ---------------

     The Shares which are registered hereby are to be sold for the account
of the Estate.  Accordingly, RAI will not receive any of the proceeds from
the sale of the Shares by the Estate.

                           SELLING SHAREHOLDER
                           -------------------

     The Shares being registered for reoffer and resale hereunder by the
Estate are the only securities of RAI owned by the Estate.  The Shares
were acquired pursuant to the exercise of stock options granted to
Francis J. Bagnell, deceased President and Director of RAI, pursuant to
the Option Plan prior to his death.  The Estate may resell all, a portion,
or none of such Shares. 

                          PLAN OF DISTRIBUTION
                         ----------------------

     Any of the Shares sold pursuant to this Prospectus will be sold by
the Estate for its own account and it will receive all proceeds from any
such sales.  The Estate has not advised RAI of any specific plans for the
distribution of the Shares covered by this Prospectus, but, if and when
the Shares are sold, it is anticipated that the Shares will be sold from
time to time primarily in transactions on Nasdaq National Market at the
market price then prevailing, although sales may be made in negotiated
transactions or otherwise, at prices related to such prevailing market
price or otherwise.  If the Shares are sold through brokers, the Estate
may pay customary brokerage commissions and charges.

                             LEGAL OPINION
                             -------------

     The validity of the shares of Common Stock being offered hereby is
being passed upon for RAI by Ledgewood Law Firm, P.C. ("LEDGEWOOD"),
counsel to RAI.  Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of RAI as well as the Chairman, Chief Executive Officer,
President and a director.

                                EXPERTS
                                -------

     The consolidated financial statements of RAI included in RAI's Annual
Report on Form 10-KSB for the fiscal year ended September 30, 1995 and
incorporated by reference in this Prospectus, have been so incorporated
herein in reliance upon the reports of Grant Thornton LLP, independent
accountants, given on the authority of said firm as experts in accounting
and auditing.
PART I
                                   ------

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

     Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Introductory Note to Part I of Form S-8.

                                PART II
                                -------

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents of Resource America, Inc. (the "REGISTRANT")
and the Resource America, Inc. 1989 Key Employee Stock Option Plan (the
"PLAN") filed or to be filed with the Securities and Exchange Commission
(the "COMMISSION") are incorporated by reference in this Registration
Statement as of their respective dates:

     1.  The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended September 30, 1995 containing the audited consolidated
financial statements of the Registrant for the fiscal years ended
September 30, 1994 and 1995.

     2.  The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended December 31, 1995.

     3.  The description of the Common Stock of the Registrant (formerly
called Resource Exploration, Inc.) contained the Registrant's Registration
Statement on Form 8-A, Commission number 0-4408, pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended, including any
amendment or report filed for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this Registration Statement
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 herein and to be part hereof from the date of
filing of such documents.
Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The validity of the Registrant's Common Stock being registered hereby
is being passed upon by Ledgewood Law Firm, P.C. ("LEDGEWOOD"), counsel to
the Registrant.  Edward E. Cohen, of counsel to Ledgewood, is a principal
shareholder of the Registrant as well as President and a director.

Item 6.  Indemnification of Directors and Officers.

     Pursuant to the bylaws of the Registrant, the Registrant is required
to indemnify any director or officer who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that he is or was a director or
officer, as the case may be, of the Registrant.

Item 7.  Exemption from Registration Claimed.

     The securities to be reoffered or resold pursuant to this
Registration Statement were issued in a private offering pursuant to
Section 4(2) of the Securities Act to fewer than ten individuals all of
whom were officers and/or directors of the Registrant at the time the
securities were issued

Item 8.  Exhibits.

     The following exhibits are filed herewith:

Exhibit
  No.          Document
- -------        -----------------------------------
   4           Resource America, Inc. 1989 Key Employee Stock Option Plan.

   5           Opinion of Ledgewood Law Firm, P.C. as to the legality of
               securities being registered (including consent).

 24(a)         Consent of Grant Thornton LLP.

 24(b)         Consent of Ledgewood Law Firm, P.C. (included in
               Exhibit 5).

  25           Power of Attorney (included as part of signature pages to
               this Registration Statement).
Item 9.  Undertakings.

Undertakings required by Item 512(a) of Regulation S-K
- ------------------------------------------------------

     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;

          (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 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 (i) and (ii) do not apply if 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 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.

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

Undertakings required by item 512(b) of Regulation S-K
- ------------------------------------------------------

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 the initial
bona fide offering thereof.
Undertakings required by Item 512(h) of Regulation S-K
- ------------------------------------------------------

     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities 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 an action, suit or proceeding) is asserted by such
director, offering 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
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     The Registrant.  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 Philadelphia,
Commonwealth of Pennsylvania, on April 30, 1996.

                        RESOURCE AMERICA, INC.

                                         By: /s/ Edward E. Cohen
                                                 -------------------
                                                 Edward E. Cohen
                                                 President
                                                 (Chief Executive Officer)

     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Philadelphia, Commonwealth of Pennsylvania, on April 30, 1996.

                        RESOURCE AMERICA, INC. 1989 KEY
                        EMPLOYEE STOCK OPTION PLAN

                                         By: /s/ Carlos C. Campbell
                                             ---------------------------------- 
                                                 Carlos C. Campbell
                                                 Committee Chairman

                              POWER OF ATTORNEY

     Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward E. Cohen and Michael L. Staines, and each
of them acting alone, his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities,
to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in
connection therewith, and hereby ratifies and confirms all that said
attorney-in-fact or said attorney-in-fact's substitute or
substitutes may do or cause to be done by virtue hereof.
SIGNATURES

     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 date indicated.

/s/ Edward E. Cohen                                  Date:  April 30, 1996
- -----------------------------------------
    EDWARD E. COHEN, Chairman of 
    the Board and President

/s/ Michael L. Staines                               Date:  April 30, 1996
- -----------------------------------------
    MICHAEL L. STAINES, Senior 
    Vice President and 
    Secretary and a Director

/s/ Carlos C. Campbell                               Date:  April 30, 1996
- -----------------------------------------
    CARLOS C. CAMPBELL, Director

/s/ John R. Hart                                     Date:  April 30, 1996
- -----------------------------------------
    JOHN R. HART, Director

/s/ Andrew M. Lubin                                  Date:  April 30, 1996
- -----------------------------------------
    ANDREW M. LUBIN, Director

/s/ Alan D. Schreiber, M.D.                          Date:  April 30, 1996
- -----------------------------------------
    ALAN D. SCHREIBER, M.D., Director 

/s/ John S. White                                    Date:  April 30, 1996
- -----------------------------------------
    JOHN S. WHITE, Director

/s/ Nancy J. McGurk                                  Date:  April 30, 1996
    NANCY J. MCGURK, Vice President -
    Finance and Treasurer (Chief Accounting
    Officer)
EXHIBIT INDEX

Exhibit No.  Document                                                     Page
- -----------  --------------------------------------------                ------
    4        Resource America, Inc. 1989 Key Employee Stock Option Plan.     13

    5        Opinion of Ledgewood Law Firm, P.C. as to the legality          27
             of securities being registered (including consent).

  24(a)      Consent of Grant Thornton LLP                                   30

  24(b)      Consent of Ledgewood Law Firm, P.C. (included in
             Exhibit 5).

   25        Power of Attorney (included as part of signature pages 
             to this registration statement).