As filed with the Securities and Exchange Commission on November 14, 1996
                                            Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

                            RAC FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                    NEVADA                               75-2561052
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

          1250 WEST MOCKINGBIRD LANE
                 DALLAS, TEXAS                                75247
   (Address of principal executive offices)                (Zip Code)

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

          1995 EMPLOYEE STOCK OPTION PLAN FOR RAC FINANCIAL GROUP, INC.
    1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN FOR RAC FINANCIAL GROUP, INC.
         1995 EMPLOYEE STOCK PURCHASE PLAN FOR RAC FINANCIAL GROUP, INC.
                      STOCK OPTION AGREEMENT FOR DAN MARINO
                   STOCK OPTION AGREEMENT FOR CHARLES T. OWENS
                    STOCK OPTION AGREEMENT FOR RALPH STRINGER

                            (Full title of the plans)
                             -----------------------
             RONALD BENDALIN, ESQ.                        COPY TO:
                GENERAL COUNSEL                    RONALD J. FRAPPIER, ESQ.
           RAC FINANCIAL GROUP, INC.                  JENKENS & GILCHRIST
          1250 WEST MOCKINGBIRD LANE              A PROFESSIONAL CORPORATION
             DALLAS, TEXAS  75247                1445 ROSS AVENUE, SUITE 3200
                 (214)630-6006                       DALLAS, TEXAS  75202
      (Name, address and telephone number
   including area code of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


                                                        PROPOSED                PROPOSED
       TITLE OF                                          MAXIMUM                 MAXIMUM
      SECURITIES                 AMOUNT                 OFFERING                AGGREGATE               AMOUNT OF
         TO BE                    TO BE                   PRICE                 OFFERING               REGISTRATION
      REGISTERED           REGISTERED (1) (2)         PER SHARE (3)             PRICE (3)                FEE (3)
<S>                          <C>                         <C>                   <C>                        <C>   
Common Stock,                875,000 SHARES              $26.84                $23,487,925                $7,118
$0.01 par value per
share
=======================  ======================= ======================= =======================  ======================
<FN>

(1)      The securities to be registered  include  550,000  shares  reserved for
         issuance under the 1995 Employee  Stock Option Plan of the  registrant;
         50,000 shares reserved for issuance under the 1995 Nonemployee Director
         Stock  Option  Plan of the  registrant;  250,000  shares  reserved  for
         issuance under the 1995 Employee Stock Purchase Plan of the registrant;
         and an aggregate  of 25,000  shares  reserved  for  issuance  under the
         individual  stock option  agreements  listed above  (collectively,  the
         "Plans").
(2)      Pursuant to Rule 416, this Registration  Statement is deemed to include
         additional shares of Common Stock issuable under the terms of the Plans
         to prevent  dilution  resulting  from any  future  stock  split,  stock
         dividend or similar transaction.
(3)      Calculated pursuant to Rule 457(c) and (h).
</FN>
</TABLE>


CORPDAL:56078.4  28835-00004

<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's prospectus filed with the commission pursuant to Rule
424(b) under the Act, dated February 1, 1996.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1996.

         (3)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended June 30, 1996.

         (4)      The Company's report on Form 8-K filed with the Commission on 
                    June 14, 1996.

         (5)      The Company's report on Form 8-K filed with the Commission on 
                    August 12, 1996.

         (6)      The Company's report on Form 8-K/A filed with the Commission 
                    on August 16, 1996.

         (7) The description of the common stock, par value $0.01 per share (the
"Common Stock"), of the Company set forth in the Registration  Statement on Form
8-A, dated January 15, 1996.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) The Articles of Incorporation of the Registrant,  together with its
bylaws, provide that the Registrant shall indemnify officers and directors,  and
may indemnify its other employees and agents, to the fullest extent permitted by
law.  The  laws of the  State  of  Nevada  permit,  and in some  cases  require,
corporations to indemnify officers,  directors,  agents and employees who are or
have been a party to or are threatened to be made a party to litigation  against
judgments,   fines,   settlements   and   reasonable   expenses   under  certain
circumstances.

         (b) The  Registrant  has also  adopted  provisions  in its  Articles of
Incorporation  that limit the  liability  of its  directors  and officers to the
fullest  extent  permitted  by the  laws  of the  State  of  Nevada.  Under  the
Registrant's  Articles of  Incorporation,  and as  permitted  by the laws of the
State of Nevada,  a director or officer is not liable to the  Registrant  or its
stockholders  for damages  for breach of  fiduciary  duty.  Such  limitation  of
liability  does not affect  liability  for (i) acts or  omissions  that  involve
intentional  misconduct,  fraud or a knowing  violation  of the law, or (ii) the
payment of any unlawful distribution.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  restricted  securities to be reoffered or resold  pursuant to this
Registration  Statement were issued without registration because such securities
were granted, without consideration,  to the recipient and therefor the issuance
did not require an investment decision or involve the sale of a security.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.



CORPDAL:56078.4  28835-00004

<PAGE>



         Exhibit        Description of Exhibit

         4.1*           1995 Employee Stock Option Plan for RAC Financial Group,
                          Inc. (Exhibit 10.4)

         4.2*           1995 Nonemployee Director Stock Option Plan for RAC 
                          Financial Group, Inc. (Exhibit 10.5)

         4.3*           1995 Employee Stock Purchase Plan for RAC Financial 
                          Group, Inc. (Exhibit 10.6)

         4.4*           Amended and Restated Articles of Incorporation of the 
                          Company (Exhibit 3.1)

         4.5*           Amended and Restated Bylaws of the Company (Exhibit 3.2)

         4.6*           Specimen certificate for common stock of the Company 
                          (Exhibit 4)

         4.7            Stock Option Agreement for Dan Marino

         4.8            Stock Option Agreement for Charles T. Owens

         4.9            Stock Option Agreement for Ralph Stringer

         5.1            Opinion of Jenkens & Gilchrist, a Professional 
                          Corporation

         23.1           Consent of Jenkens & Gilchrist, a Professional 
                          Corporation (included in their opinion filed as 
                          Exhibit 5.1 hereto)

         23.2           Consent of Ernst & Young LLP

         24.1           Power of Attorney (see signature page of this
                        registration statement)

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

*                 Filed as the exhibit shown in parenthesis contained in the 
                  Company's Registration Statement on Form S-1 (No. 33-96688) 
                  effective February 1, 1996, 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
         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;

                  (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; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  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 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 be the initial bona
fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been


CORPDAL:56078.4  28835-00004

<PAGE>



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 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  of 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.




CORPDAL:56078.4  28835-00004

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dallas, Texas, on November 13, 1996:

                                        RAC FINANCIAL GROUP, INC.

                                        By:     /s/ Daniel T. Phillips
                                                Daniel T. Phillips
                                                Chairman of the Board, President
                                                and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby
constitutes and appoints Daniel T. Phillips and Eric C. Green, and each of them,
each  with  full  power  to  act  without   the  other,   his  true  and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates included:

SIGNATURE                         CAPACITY                            DATE

/s/ Daniel T. Phillips            Chairman of the Board,       November 13, 1996
-----------------------           President and Chief
Daniel T. Phillips                Executive Officer


/s/ Eric C. Green                 Executive Vice President,   November 13,, 1996
---------------------------       and Chief Financial Officer
Eric C. Green                     (Principal Financial and
                                  Accounting Officer)
                               


/s/ Gene O'Bryan                  Executive Vice President     November 13, 1996
---------------------------       and Chief Production Officer
Gene O'Bryan                                         


/s/ John Fitzgerald               Director                     November 12, 1996
---------------------
John Fitzgerald


/s/ Dan Jessee                    Director                     November 13, 1996
--------------------
Dan Jessee

                                  Director

--------------------
Paul Seegers


/s/ Sheldon I. Stein              Director                     November 13, 1996
---------------------------
Sheldon I. Stein



CORPDAL:56078.4  28835-00004

<PAGE>


                                INDEX TO EXHIBITS

         Exhibit           Description of Exhibit

         4.1*              1995 Employee Stock Option Plan for RAC Financial 
                              Group, Inc. (Exhibit 10.4)

         4.2*              1995 Nonemployee Director Stock Option Plan for RAC 
                              Financial Group, Inc. (Exhibit 10.5)

         4.3*              1995 Employee Stock Purchase Plan for RAC Financial 
                              Group, Inc. (Exhibit 10.6)

         4.4*              Amended and Restated Articles of Incorporation of the
                              Company (Exhibit 3.1)

         4.5*              Amended and Restated Bylaws of the Company 
                              (Exhibit 3.2)

         4.6*              Specimen certificate for common stock of the Company 
                              (Exhibit 4)

         4.7               Stock Option Agreement for Dan Marino

         4.8               Stock Option Agreement for Charles T. Owens

         4.9               Stock Option Agreement for Ralph Stringer

         5.1               Opinion of Jenkens & Gilchrist, a Professional 
                              Corporation

         23.1              Consent of Jenkens & Gilchrist, a Professional 
                              Corporation (included in their opinion filed as 
                              Exhibit 5.1 hereto)

         23.2              Consent of Ernst & Young LLP

         24.1              Power of Attorney (see signature page of this
                           registration statement)

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

*                 Filed as the exhibit shown in parenthesis contained in the 
                   Company's Registration Statement on Form S-1(No. 33-96688) 
                   effective February 1, 1996, incorporated herein by reference.



CORPDAL:56078.4  28835-00004
[{"type": "S-8", "sequence": "1", "description": "FOR S-8 RAC FINANCIAL GROUP, INC.", "secsgml_size_bytes": 17876}]
{"company-data": {"conformed-name": "RAC FINANCIAL GROUP INC", "cik": "0001000368", "assigned-sic": "6141", "irs-number": "752561085", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16159", "film-number": "96666585"}, "business-address": {"street1": "1250 WEST MOCKINGBIRD LN", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146306006"}, "mail-address": {"street1": "1250 WEST MOCKINGBIRD LN", "city": "DALLAS", "state": "TX", "zip": "75247"}}
As filed with the Securities and Exchange Commission on November 14, 1996
                                            Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

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

                            RAC FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

                    NEVADA                               75-2561052
        (State or other jurisdiction of              (I.R.S. Employer
        incorporation or organization)              Identification No.)

          1250 WEST MOCKINGBIRD LANE
                 DALLAS, TEXAS                                75247
   (Address of principal executive offices)                (Zip Code)

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

          1995 EMPLOYEE STOCK OPTION PLAN FOR RAC FINANCIAL GROUP, INC.
    1995 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN FOR RAC FINANCIAL GROUP, INC.
         1995 EMPLOYEE STOCK PURCHASE PLAN FOR RAC FINANCIAL GROUP, INC.
                      STOCK OPTION AGREEMENT FOR DAN MARINO
                   STOCK OPTION AGREEMENT FOR CHARLES T. OWENS
                    STOCK OPTION AGREEMENT FOR RALPH STRINGER

                            (Full title of the plans)
                             -----------------------
             RONALD BENDALIN, ESQ.                        COPY TO:
                GENERAL COUNSEL                    RONALD J. FRAPPIER, ESQ.
           RAC FINANCIAL GROUP, INC.                  JENKENS & GILCHRIST
          1250 WEST MOCKINGBIRD LANE              A PROFESSIONAL CORPORATION
             DALLAS, TEXAS  75247                1445 ROSS AVENUE, SUITE 3200
                 (214)630-6006                       DALLAS, TEXAS  75202
      (Name, address and telephone number
   including area code of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE
PROPOSED                PROPOSED
       TITLE OF                                          MAXIMUM                 MAXIMUM
      SECURITIES                 AMOUNT                 OFFERING                AGGREGATE               AMOUNT OF
         TO BE                    TO BE                   PRICE                 OFFERING               REGISTRATION
      REGISTERED           REGISTERED (1) (2)         PER SHARE (3)             PRICE (3)                FEE (3)
Common Stock,                875,000 SHARES              $26.84                $23,487,925                $7,118
$0.01 par value per
share
=======================  ======================= ======================= =======================  ======================
(1)      The securities to be registered  include  550,000  shares  reserved for
         issuance under the 1995 Employee  Stock Option Plan of the  registrant;
         50,000 shares reserved for issuance under the 1995 Nonemployee Director
         Stock  Option  Plan of the  registrant;  250,000  shares  reserved  for
         issuance under the 1995 Employee Stock Purchase Plan of the registrant;
         and an aggregate  of 25,000  shares  reserved  for  issuance  under the
         individual  stock option  agreements  listed above  (collectively,  the
         "Plans").
(2)      Pursuant to Rule 416, this Registration  Statement is deemed to include
         additional shares of Common Stock issuable under the terms of the Plans
         to prevent  dilution  resulting  from any  future  stock  split,  stock
         dividend or similar transaction.
(3)      Calculated pursuant to Rule 457(c) and (h).
CORPDAL:56078.4  28835-00004
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's prospectus filed with the commission pursuant to Rule
424(b) under the Act, dated February 1, 1996.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1996.

         (3)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended June 30, 1996.

         (4)      The Company's report on Form 8-K filed with the Commission on 
                    June 14, 1996.

         (5)      The Company's report on Form 8-K filed with the Commission on 
                    August 12, 1996.

         (6)      The Company's report on Form 8-K/A filed with the Commission 
                    on August 16, 1996.

         (7) The description of the common stock, par value $0.01 per share (the
"Common Stock"), of the Company set forth in the Registration  Statement on Form
8-A, dated January 15, 1996.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a) The Articles of Incorporation of the Registrant,  together with its
bylaws, provide that the Registrant shall indemnify officers and directors,  and
may indemnify its other employees and agents, to the fullest extent permitted by
law.  The  laws of the  State  of  Nevada  permit,  and in some  cases  require,
corporations to indemnify officers,  directors,  agents and employees who are or
have been a party to or are threatened to be made a party to litigation  against
judgments,   fines,   settlements   and   reasonable   expenses   under  certain
circumstances.

         (b) The  Registrant  has also  adopted  provisions  in its  Articles of
Incorporation  that limit the  liability  of its  directors  and officers to the
fullest  extent  permitted  by the  laws  of the  State  of  Nevada.  Under  the
Registrant's  Articles of  Incorporation,  and as  permitted  by the laws of the
State of Nevada,  a director or officer is not liable to the  Registrant  or its
stockholders  for damages  for breach of  fiduciary  duty.  Such  limitation  of
liability  does not affect  liability  for (i) acts or  omissions  that  involve
intentional  misconduct,  fraud or a knowing  violation  of the law, or (ii) the
payment of any unlawful distribution.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  restricted  securities to be reoffered or resold  pursuant to this
Registration  Statement were issued without registration because such securities
were granted, without consideration,  to the recipient and therefor the issuance
did not require an investment decision or involve the sale of a security.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

CORPDAL:56078.4  28835-00004
Exhibit        Description of Exhibit

         4.1*           1995 Employee Stock Option Plan for RAC Financial Group,
                          Inc. (Exhibit 10.4)

         4.2*           1995 Nonemployee Director Stock Option Plan for RAC 
                          Financial Group, Inc. (Exhibit 10.5)

         4.3*           1995 Employee Stock Purchase Plan for RAC Financial 
                          Group, Inc. (Exhibit 10.6)

         4.4*           Amended and Restated Articles of Incorporation of the 
                          Company (Exhibit 3.1)

         4.5*           Amended and Restated Bylaws of the Company (Exhibit 3.2)

         4.6*           Specimen certificate for common stock of the Company 
                          (Exhibit 4)

         4.7            Stock Option Agreement for Dan Marino

         4.8            Stock Option Agreement for Charles T. Owens

         4.9            Stock Option Agreement for Ralph Stringer

         5.1            Opinion of Jenkens & Gilchrist, a Professional 
                          Corporation

         23.1           Consent of Jenkens & Gilchrist, a Professional 
                          Corporation (included in their opinion filed as 
                          Exhibit 5.1 hereto)

         23.2           Consent of Ernst & Young LLP

         24.1           Power of Attorney (see signature page of this
                        registration statement)

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

*                 Filed as the exhibit shown in parenthesis contained in the 
                  Company's Registration Statement on Form S-1 (No. 33-96688) 
                  effective February 1, 1996, 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
         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;

                  (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; and

                  (3) to remove from  registration by means of a  post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  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 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 be the initial bona
fide offering thereof.

         C.       Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the registrant pursuant to the foregoing provisions, or otherwise, the 
registrant has been

CORPDAL:56078.4  28835-00004
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 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  of 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.

CORPDAL:56078.4  28835-00004
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Dallas, Texas, on November 13, 1996:

                                        RAC FINANCIAL GROUP, INC.

                                        By:     /s/ Daniel T. Phillips
                                                Daniel T. Phillips
                                                Chairman of the Board, President
                                                and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby
constitutes and appoints Daniel T. Phillips and Eric C. Green, and each of them,
each  with  full  power  to  act  without   the  other,   his  true  and  lawful
attorneys-in-fact   and  agents,  each  with  full  power  of  substitution  and
resubstitution  for  him  and in his  name,  place  and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes  as he might or could do in person  hereby  ratifying  and
confirming that each of said attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates included:

SIGNATURE                         CAPACITY                            DATE

/s/ Daniel T. Phillips            Chairman of the Board,       November 13, 1996
-----------------------           President and Chief
Daniel T. Phillips                Executive Officer

/s/ Eric C. Green                 Executive Vice President,   November 13,, 1996
---------------------------       and Chief Financial Officer
Eric C. Green                     (Principal Financial and
                                  Accounting Officer)
                               

/s/ Gene O'Bryan                  Executive Vice President     November 13, 1996
---------------------------       and Chief Production Officer
Gene O'Bryan                                         

/s/ John Fitzgerald               Director                     November 12, 1996
---------------------
John Fitzgerald

/s/ Dan Jessee                    Director                     November 13, 1996
--------------------
Dan Jessee

                                  Director

--------------------
Paul Seegers

/s/ Sheldon I. Stein              Director                     November 13, 1996
---------------------------
Sheldon I. Stein

CORPDAL:56078.4  28835-00004
INDEX TO EXHIBITS

         Exhibit           Description of Exhibit

         4.1*              1995 Employee Stock Option Plan for RAC Financial 
                              Group, Inc. (Exhibit 10.4)

         4.2*              1995 Nonemployee Director Stock Option Plan for RAC 
                              Financial Group, Inc. (Exhibit 10.5)

         4.3*              1995 Employee Stock Purchase Plan for RAC Financial 
                              Group, Inc. (Exhibit 10.6)

         4.4*              Amended and Restated Articles of Incorporation of the
                              Company (Exhibit 3.1)

         4.5*              Amended and Restated Bylaws of the Company 
                              (Exhibit 3.2)

         4.6*              Specimen certificate for common stock of the Company 
                              (Exhibit 4)

         4.7               Stock Option Agreement for Dan Marino

         4.8               Stock Option Agreement for Charles T. Owens

         4.9               Stock Option Agreement for Ralph Stringer

         5.1               Opinion of Jenkens & Gilchrist, a Professional 
                              Corporation

         23.1              Consent of Jenkens & Gilchrist, a Professional 
                              Corporation (included in their opinion filed as 
                              Exhibit 5.1 hereto)

         23.2              Consent of Ernst & Young LLP

         24.1              Power of Attorney (see signature page of this
                           registration statement)

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

*                 Filed as the exhibit shown in parenthesis contained in the 
                   Company's Registration Statement on Form S-1(No. 33-96688) 
                   effective February 1, 1996, incorporated herein by reference.

CORPDAL:56078.4  28835-00004