As filed with the Securities and Exchange Commission on December 17, 1998.
                                                       Registration No. 333-
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

          DELAWARE                                          22-2722773
    (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)
                                 -------------
                                 500 Hyde Park
                        Doylestown, Pennsylvania  18901
                                (215) 345-6600
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                                 -------------
                              MICHAEL A. O'HANLON
                                 500 HYDE PARK
                        DOYLESTOWN, PENNSYLVANIA  18901
                                (215) 345-6600
           (Name, address including zip code, and telephone number,
                  including area code, of agent for service)
                                 -------------
                                WITH A COPY TO:
                              JOHN A. HEALY, ESQ.
                              ROGERS & WELLS LLP
                                200 PARK AVENUE
                           NEW YORK, NEW YORK  10166
                                (212) 878-8281
                                 -------------
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
   Title of Shares to be Registered        Amount to be       Proposed Maximum        Proposed Maximum             Amount of
                                            Registered         Offering Price        Aggregate Offering        Registration Fee
                                                                  Per Unit                  Price
<S>              <C>                           <C>                   <C>                     <C>                       <C>
Interests in the DVI Financial                  (1)                  (1)                     (1)                      (2)
Services, Inc. Employee Savings Plan
</TABLE>
(1)  Pursuant  to  Rule 416(a) under the Securities Act  of  1933,  as  amended
     (the   "Securities   Act"),   this   Registration   Statement   covers  an
     indeterminate  amount  of interests to be  offered  or  sold  pursuant  to
     the  employee  benefit  plan described herein.
(2)  Pursuant   to  Rule  457(h)(2)  under  the  Securities  Act,  no  separate
     registration fee is required with  respect to  the  plan  interests  being
     registered hereby.
===============================================================================
<PAGE>
                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  information  specified  by Item 1 and Item 2 of Part I of Form S-8 is
omitted  from  this filing  in  accordance  with  the  provisions  of  Rule 428
under the Securities Act and 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 Securities and Exchange Commission (the  "Commission")  allows  us  to
"incorporate by reference" the information we file with them, which  means that
we  can  disclose  important  information  to  you  by  referring  you to those
documents.  The information incorporated by reference is an important  part  of
this  Registration  Statement,  and  information  that  we  file later with the
Commission  will  automatically  update  and  supersede  this information.   We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended,  until  such  time as this  Registration
Statement is no longer in effect.

     (a)     DVI, Inc.'s Annual Report on Form 10-K for its fiscal  year  ended
June 30, 1998; and

contained  in our Registration Statement on Form  8-A  filed  March  27,  1992,
and  incorporating  by reference  the  information  contained in our Prospectus
dated  May  14,  1992,  contained  in  our  Registration Statement on Form  S-2
(File No. 33-46664), together  with  all  reports  and  other  documents  filed
with the Commission  for  the  purpose  of updating or otherwise  amending that
description after the date 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

     Section  145(a)  of  the General Corporation Law  of the State of Delaware
(the "General Corporation Law")  provides, in general, that a corporation shall
have power to indemnify any person 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 (other
than an action  by  or in  the right of the corporation), by reason of the fact
that he is or was a director or  officer of  the  corporation.  Such  indemnity
may be against expenses  (including  attorneys'  fees),  judgments,  fines  and
amounts paid in  settlement  actually  and  reasonably  incurred  in connection
with  such  action,  suit  or proceeding, if the indemnitee acted in good faith
and in a  manner reasonably  believed  to  be  in  or  not  opposed to the best
interests  of  the  corporation,  and  with  respect  to any criminal action or
proceeding, the indemnitee must not have  had  reasonable  cause to believe his
conduct was unlawful.

     Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a  party  or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the  corporation  to  procure  a  judgment in its
favor by reason of the  fact  that  he  is  or was a director or officer of the
corporation   against   expenses  (including   attorney's  fees)  actually  and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.
<PAGE>
     Section  145(g)  of the General Corporation Law provides in general that a
corporation shall have power  to  purchase  and maintain insurance on behalf of
any person who is or was a  director  or officer of the corporation against any
liability asserted against and incurred by him in any such capacity, or arising
out of his status as such, whether or not the  corporation would have the power
to indemnify him against such liability under the provisions of the law.

     DVI, Inc.'s  By-Laws  require  us  to  indemnify  each  of its  directors,
officers and employees to the fullest extent permitted  by  law  in  connection
with any actual or threatened action or  proceeding  arising out of his service
to us or to other organizations at our request.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     3.1*  -  Certificate of Incorporation of DVI, Inc.
     3.2*  -  By-Laws of DVI, Inc.
     4.1*  -  Specimen  of  stock certificate for DVI's Common Stock, par value
              $.005 per share
     23.1  -  Consent of Deloitte & Touche LLP
     24    -  Power of Attorney (see p. 6)
______________
*    Filed as an Exhibit to DVI,  Inc.'s  Registration  Statement  on  Form S-3
     (Registration No. 33-84604) and incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

     (a)     The undersigned registrant hereby undertakes:

             (1)     To file,  during any period in which offers or  sales  are
     being made, a post-effective amendment to this Registration Statement:

                      (i)     To include any  prospectus  required  by  Section
             10(a)(3) of the Securities Act of 1933, as amended (the "Act");

                      (ii)    To reflect in  the prospectus any facts or events
             arising after the effective date  of  this Registration  Statement
             (or  the  most  recent post-effective  amendment  thereof)  which,
             individually or in the aggregate, represent a  fundamental  change
             in  the  information  set  forth  in  the  Registration Statement;

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

             provided however, that paragraphs (a)(1)(i)  and  (a)(1)(ii) shall
not apply to information contained in periodic reports filed by  the registrant
pursuant to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by reference in this Registration Statement.

             (2)     That, for the purpose  of determining any liability  under
     the 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 of any of the securities being registered which remain unsold at
     the termination of the offering.
<PAGE>
     (b)     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section  13(a)  or  section  15(d) of the Exchange Act (and,
where  applicable,  each filing of the employee benefit  plan's  annual  report
pursuant  to section 15(d)  or  the  Exchange  Act)  that  is  incorporated  by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)     Insofar as indemnification for liabilities arising  under  the Act
may  be  permitted to  directors,  officers  and  controlling  persons  of  the
registrant pursuant  to the foregoing provisions, or otherwise, the  registrant
has  been  advised  that  in  the  opinion  of  the   Securities  and  Exchange
Commission such indemnification is against public policy  as  expressed in  the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities (other  than  the  payment  by  the
registrant of expenses incurred or paid by a  director,  officer or controlling
person of the registrant in  the  successful  defense  of  any  action, suit or
proceeding)  is  asserted  by such  director, officer or  controlling person in
connection with the securities being registered, the registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent,   submit  to  a  court  of  appropriate  jurisdiction  the  question
whether such  indemnification by  it  is against public policy as expressed  in
the Act and will be governed by the final adjudication of such issue.
<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  Doylestown,  Commonwealth  of
Pennsylvania on December 16, 1998.

                                       DVI, INC.


                                       By:  /S/ MICHAEL A. O'HANLON
                                           -----------------------------
                                           Name:  Michael A. O'Hanlon
                                           Title:   Chief Executive Officer

     KNOW  ALL  MEN  BY  THESE  PRESENTS, that we, the undersigned officers and
directors of DVI, Inc. hereby  severally constitute  Michael  A.  O'Hanlon  and
Steven R. Garfinkel  and  each  of  them  singly, our true and lawful attorneys
with full power to them, and  each  of  them singly,  to sign for us and in our
names in the capacities  indicated  below,  the  Registration  Statement  filed
herewith and any and all amendments  to  said Registration Statement (including
without  limitation  any  amendments  filed  pursuant to Section 462(b) of  the
Securities Act of 1933), and  generally  to  do  all such things in  our  names
and in our capacities  as  officers and directors to enable DVI, Inc. to comply
with the provisions of the Securities Act  of 1933,  and  all  requirements  of
the  Securities and  Exchange Commission,  hereby ratifying and  confirming our
signature as they may be signed by our said attorneys, or any of  them, to said
Registration  Statement  and any and all amendments thereto.

     PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THIS
REGISTRATION STATEMENT HAS BEEN  SIGNED BELOW BY THE FOLLOWING  PERSONS IN  THE
CAPACITIES AND ON THE DATES INDICATED.

<TABLE>
<CAPTION>
             SIGNATURE                                     TITLE                         DATE
             ---------                                     -----                         ----
<S>            <C>                                         <C>                           <C>         
/s/ MICHAEL A. O'HANLON                       Chief Executive Officer,          December 16, 1998
_______________________________               President and Director
    MICHAEL A. O'HANLON


/S/ STEVEN R. GARFINKEL                       Senior Vice President and Chief   December 16, 1998
_______________________________               Financial Officer
    STEVEN R. GARFINKEL                       (Principal Financial Officer)


/S/ JOHN P. BOYLE                             Vice President and Chief          December 16, 1998
_______________________________               Accounting Officer
    JOHN P. BOYLE                             (Principal Accounting Officer)


_______________________________                Director                         December __, 1998
    GERALD L. COHN


/S/ WILLIAM S. GOLDBERG                        Director                         December 15, 1998
_______________________________
    WILLIAM S. GOLDBERG

_______________________________                Director                         December __, 1998
    JOHN E. McHUGH
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
             SIGNATURE                                     TITLE                         DATE
             ---------                                     -----                         ----
<S>            <C>                                         <C>                            <C>        

/S/ NATHAN SHAPIRO                             Director                         December 15, 1998
_______________________________               
    NATHAN SHAPIRO


/S/ HARRY T.J. ROBERTS                         Director                         December 15, 1998
_______________________________               
    HARRY T.J. ROBERTS
</TABLE>
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
              EXHIBIT NO.               DESCRIPTION
              -----------               -----------
<S>  <C>                      <C>
                 3.1*         Certificate of Incorporation of DVI, Inc.
                 3.2*         By-Laws of DVI, Inc.
                 4.1*         Specimen  of stock certificate for DVI's Common 
                                Stock, par value $.005 per share
                 23.1         Consent of Deloitte & Touche LLP
                 24.1         Power of Attorney (see p. 6)
</TABLE>

_____________
*  Filed as an  Exhibit  to  DVI,  Inc.'s Registration Statement  on  Form  S-3
   (Registration No. 33-84604) and incorporated herein by reference.
<PAGE>
                                                                   EXHIBIT 23.1

                       CONSENT OF DELOITTE & TOUCHE LLP


INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference  in this Registration Statement on
Form S-8 dated December 17, 1998, of DVI, Inc.,  of  our  report dated August 7,
1998, appearing in and incorporated by reference in the Annual  Report  on Form
10-K  of  DVI,  Inc.  for  the  year ended June 30, 1998, which is part of this
Registration Statement.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey

December 16, 1998
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17586}]
{"company-data": {"conformed-name": "DVI INC", "cik": "0000801550", "assigned-sic": "6172", "irs-number": "222722773", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69083", "film-number": "98771032"}, "business-address": {"street1": "500 HYDE PARK", "city": "DOYLESTOWN", "state": "PA", "zip": "18901", "phone": "2153456600"}, "mail-address": {"street1": "500 HYDE PARK", "city": "DOYLESTOWN", "state": "PA", "zip": "18901"}, "former-company": [{"former-conformed-name": "DVI HEALTH SERVICES CORP", "date-changed": "19920703"}, {"former-conformed-name": "DVI FINANCIAL CORP", "date-changed": "19911114"}, {"former-conformed-name": "DIAGNOSTIC VENTURES INC", "date-changed": "19880906"}]}
As filed with the Securities and Exchange Commission on December 17, 1998.
                                                       Registration No. 333-
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

          DELAWARE                                          22-2722773
    (STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)
                                 -------------
                                 500 Hyde Park
                        Doylestown, Pennsylvania  18901
                                (215) 345-6600
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                                 -------------
                              MICHAEL A. O'HANLON
                                 500 HYDE PARK
                        DOYLESTOWN, PENNSYLVANIA  18901
                                (215) 345-6600
           (Name, address including zip code, and telephone number,
                  including area code, of agent for service)
                                 -------------
                                WITH A COPY TO:
                              JOHN A. HEALY, ESQ.
                              ROGERS & WELLS LLP
                                200 PARK AVENUE
                           NEW YORK, NEW YORK  10166
                                (212) 878-8281
                                 -------------
                        CALCULATION OF REGISTRATION FEE
Title of Shares to be Registered        Amount to be       Proposed Maximum        Proposed Maximum             Amount of
                                            Registered         Offering Price        Aggregate Offering        Registration Fee
                                                                  Per Unit                  Price
Interests in the DVI Financial                  (1)                  (1)                     (1)                      (2)
Services, Inc. Employee Savings Plan
(1)  Pursuant  to  Rule 416(a) under the Securities Act  of  1933,  as  amended
     (the   "Securities   Act"),   this   Registration   Statement   covers  an
     indeterminate  amount  of interests to be  offered  or  sold  pursuant  to
     the  employee  benefit  plan described herein.
(2)  Pursuant   to  Rule  457(h)(2)  under  the  Securities  Act,  no  separate
     registration fee is required with  respect to  the  plan  interests  being
     registered hereby.
===============================================================================
PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The  information  specified  by Item 1 and Item 2 of Part I of Form S-8 is
omitted  from  this filing  in  accordance  with  the  provisions  of  Rule 428
under the Securities Act and 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 Securities and Exchange Commission (the  "Commission")  allows  us  to
"incorporate by reference" the information we file with them, which  means that
we  can  disclose  important  information  to  you  by  referring  you to those
documents.  The information incorporated by reference is an important  part  of
this  Registration  Statement,  and  information  that  we  file later with the
Commission  will  automatically  update  and  supersede  this information.   We
incorporate by reference the documents listed below and any future filings made
with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange  Act  of  1934,  as  amended,  until  such  time as this  Registration
Statement is no longer in effect.

     (a)     DVI, Inc.'s Annual Report on Form 10-K for its fiscal  year  ended
June 30, 1998; and

contained  in our Registration Statement on Form  8-A  filed  March  27,  1992,
and  incorporating  by reference  the  information  contained in our Prospectus
dated  May  14,  1992,  contained  in  our  Registration Statement on Form  S-2
(File No. 33-46664), together  with  all  reports  and  other  documents  filed
with the Commission  for  the  purpose  of updating or otherwise  amending that
description after the date 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

     Section  145(a)  of  the General Corporation Law  of the State of Delaware
(the "General Corporation Law")  provides, in general, that a corporation shall
have power to indemnify any person 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 (other
than an action  by  or in  the right of the corporation), by reason of the fact
that he is or was a director or  officer of  the  corporation.  Such  indemnity
may be against expenses  (including  attorneys'  fees),  judgments,  fines  and
amounts paid in  settlement  actually  and  reasonably  incurred  in connection
with  such  action,  suit  or proceeding, if the indemnitee acted in good faith
and in a  manner reasonably  believed  to  be  in  or  not  opposed to the best
interests  of  the  corporation,  and  with  respect  to any criminal action or
proceeding, the indemnitee must not have  had  reasonable  cause to believe his
conduct was unlawful.

     Section 145(b) of the General Corporation Law provides, in general, that a
corporation shall have power to indemnify any person who was or is a  party  or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the  corporation  to  procure  a  judgment in its
favor by reason of the  fact  that  he  is  or was a director or officer of the
corporation   against   expenses  (including   attorney's  fees)  actually  and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation.
Section  145(g)  of the General Corporation Law provides in general that a
corporation shall have power  to  purchase  and maintain insurance on behalf of
any person who is or was a  director  or officer of the corporation against any
liability asserted against and incurred by him in any such capacity, or arising
out of his status as such, whether or not the  corporation would have the power
to indemnify him against such liability under the provisions of the law.

     DVI, Inc.'s  By-Laws  require  us  to  indemnify  each  of its  directors,
officers and employees to the fullest extent permitted  by  law  in  connection
with any actual or threatened action or  proceeding  arising out of his service
to us or to other organizations at our request.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.  EXHIBITS

     3.1*  -  Certificate of Incorporation of DVI, Inc.
     3.2*  -  By-Laws of DVI, Inc.
     4.1*  -  Specimen  of  stock certificate for DVI's Common Stock, par value
              $.005 per share
     23.1  -  Consent of Deloitte & Touche LLP
     24    -  Power of Attorney (see p. 6)
______________
*    Filed as an Exhibit to DVI,  Inc.'s  Registration  Statement  on  Form S-3
     (Registration No. 33-84604) and incorporated herein by reference.

ITEM 9.  UNDERTAKINGS

     (a)     The undersigned registrant hereby undertakes:

             (1)     To file,  during any period in which offers or  sales  are
     being made, a post-effective amendment to this Registration Statement:

                      (i)     To include any  prospectus  required  by  Section
             10(a)(3) of the Securities Act of 1933, as amended (the "Act");

                      (ii)    To reflect in  the prospectus any facts or events
             arising after the effective date  of  this Registration  Statement
             (or  the  most  recent post-effective  amendment  thereof)  which,
             individually or in the aggregate, represent a  fundamental  change
             in  the  information  set  forth  in  the  Registration Statement;

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

             provided however, that paragraphs (a)(1)(i)  and  (a)(1)(ii) shall
not apply to information contained in periodic reports filed by  the registrant
pursuant to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by reference in this Registration Statement.

             (2)     That, for the purpose  of determining any liability  under
     the 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 of any of the securities being registered which remain unsold at
     the termination of the offering.
(b)     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section  13(a)  or  section  15(d) of the Exchange Act (and,
where  applicable,  each filing of the employee benefit  plan's  annual  report
pursuant  to section 15(d)  or  the  Exchange  Act)  that  is  incorporated  by
reference  in  this  Registration  Statement  shall  be  deemed  to  be  a  new
registration  statement  relating  to  the  securities  offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)     Insofar as indemnification for liabilities arising  under  the Act
may  be  permitted to  directors,  officers  and  controlling  persons  of  the
registrant pursuant  to the foregoing provisions, or otherwise, the  registrant
has  been  advised  that  in  the  opinion  of  the   Securities  and  Exchange
Commission such indemnification is against public policy  as  expressed in  the
Act  and  is,  therefore,  unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities (other  than  the  payment  by  the
registrant of expenses incurred or paid by a  director,  officer or controlling
person of the registrant in  the  successful  defense  of  any  action, suit or
proceeding)  is  asserted  by such  director, officer or  controlling person in
connection with the securities being registered, the registrant will, unless in
the  opinion  of  its  counsel  the matter  has  been  settled  by  controlling
precedent,   submit  to  a  court  of  appropriate  jurisdiction  the  question
whether such  indemnification by  it  is against public policy as expressed  in
the Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant  to  the  requirements   of  the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds  to  believe that  it  meets
all of  the  requirements  for  filing  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  Doylestown,  Commonwealth  of
Pennsylvania on December 16, 1998.

                                       DVI, INC.

                                       By:  /S/ MICHAEL A. O'HANLON
                                           -----------------------------
                                           Name:  Michael A. O'Hanlon
                                           Title:   Chief Executive Officer

     KNOW  ALL  MEN  BY  THESE  PRESENTS, that we, the undersigned officers and
directors of DVI, Inc. hereby  severally constitute  Michael  A.  O'Hanlon  and
Steven R. Garfinkel  and  each  of  them  singly, our true and lawful attorneys
with full power to them, and  each  of  them singly,  to sign for us and in our
names in the capacities  indicated  below,  the  Registration  Statement  filed
herewith and any and all amendments  to  said Registration Statement (including
without  limitation  any  amendments  filed  pursuant to Section 462(b) of  the
Securities Act of 1933), and  generally  to  do  all such things in  our  names
and in our capacities  as  officers and directors to enable DVI, Inc. to comply
with the provisions of the Securities Act  of 1933,  and  all  requirements  of
the  Securities and  Exchange Commission,  hereby ratifying and  confirming our
signature as they may be signed by our said attorneys, or any of  them, to said
Registration  Statement  and any and all amendments thereto.

     PURSUANT  TO  THE  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933,  THIS
REGISTRATION STATEMENT HAS BEEN  SIGNED BELOW BY THE FOLLOWING  PERSONS IN  THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE                                     TITLE                         DATE
             ---------                                     -----                         ----
/s/ MICHAEL A. O'HANLON                       Chief Executive Officer,          December 16, 1998
_______________________________               President and Director
    MICHAEL A. O'HANLON

/S/ STEVEN R. GARFINKEL                       Senior Vice President and Chief   December 16, 1998
_______________________________               Financial Officer
    STEVEN R. GARFINKEL                       (Principal Financial Officer)

/S/ JOHN P. BOYLE                             Vice President and Chief          December 16, 1998
_______________________________               Accounting Officer
    JOHN P. BOYLE                             (Principal Accounting Officer)

_______________________________                Director                         December __, 1998
    GERALD L. COHN

/S/ WILLIAM S. GOLDBERG                        Director                         December 15, 1998
_______________________________
    WILLIAM S. GOLDBERG

_______________________________                Director                         December __, 1998
    JOHN E. McHUGH
SIGNATURE                                     TITLE                         DATE
             ---------                                     -----                         ----
/S/ NATHAN SHAPIRO                             Director                         December 15, 1998
_______________________________               
    NATHAN SHAPIRO

/S/ HARRY T.J. ROBERTS                         Director                         December 15, 1998
_______________________________               
    HARRY T.J. ROBERTS
EXHIBIT INDEX
EXHIBIT NO.               DESCRIPTION
              -----------               -----------
3.1*         Certificate of Incorporation of DVI, Inc.
                 3.2*         By-Laws of DVI, Inc.
                 4.1*         Specimen  of stock certificate for DVI's Common 
                                Stock, par value $.005 per share
                 23.1         Consent of Deloitte & Touche LLP
                 24.1         Power of Attorney (see p. 6)
_____________
*  Filed as an  Exhibit  to  DVI,  Inc.'s Registration Statement  on  Form  S-3
   (Registration No. 33-84604) and incorporated herein by reference.
EXHIBIT 23.1

                       CONSENT OF DELOITTE & TOUCHE LLP

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference  in this Registration Statement on
Form S-8 dated December 17, 1998, of DVI, Inc.,  of  our  report dated August 7,
1998, appearing in and incorporated by reference in the Annual  Report  on Form
10-K  of  DVI,  Inc.  for  the  year ended June 30, 1998, which is part of this
Registration Statement.

DELOITTE & TOUCHE LLP

Parsippany, New Jersey

December 16, 1998