FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROSENKRANZ ROBERT 		2. Issuer Name and Ticker or Trading Symbol

DELPHI FINANCIAL GROUP INC/DE [ DFG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

C/O DELPHI CAPITAL MANAGEMENT, INC., 590 MADISON AVENUE, 30TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/18/2011
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Class B Common Stock   $31.16   2/18/2011     A      144415         (1) 2/18/2021   Class B Common Stock   144415     (2) 144415   D  
 
Deferred Class B Common Stock Share Units     (3) 2/18/2011     A      48138         (4)   (4) Class B Common Stock   48138     (2) 48138   D  
 

Explanation of Responses:
( 1)  Options become exercisable in five equal annual installments, beginning on February 9, 2012.
( 2)  Not applicable.
( 3)  1-for-1.
( 4)  The deferred share units are receivable or forfeited, as applicable, upon the occurrence of the applicable events described in the issuer's Second Amended and Restated Long-Term Performance-Based Incentive Plan, as amended (the "Plan"), pursuant to which the award of the deferred share units was made, and are subject to the supplemental requirement that a retirement of the reporting person from employment that would otherwise entitle him to receive the underlying shares of Class B Common Stock under the Plan must occur on or after February 9, 2014. Such requirement will be eliminated in three equal annual installments beginning on February 9, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROSENKRANZ ROBERT
C/O DELPHI CAPITAL MANAGEMENT, INC.
590 MADISON AVENUE, 30TH FLOOR
NEW YORK, NY 10022 		X X Chairman & CEO

Signatures
Chad W. Coulter, Attorney-in-Fact for Robert Rosenkranz 2/22/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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