Ownership Submission
FORM 4
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OCONNOR PHILIP R
   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)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former director
(Last)
(First)
(Middle)
C/O DELPHI CAPITAL MANAGEMENT, INC., 590 MADISON AVENUE 30TH FL		 3. Date of Earliest Transaction (Month/Day/Year)
05/15/2012
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Class A Common Stock 05/15/2012   D   6,075 D $ 43.875 (1) 0 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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
Stock Option (right to buy) $ 19.56 05/15/2012   D     5,963 05/29/2004 05/29/2013 Class A Common Stock 5,963 (2) 0 D  
Stock Option (right to buy) $ 19.56 05/15/2012   D     7,668 08/27/2003 05/29/2013 Class A Common Stock 7,668 (2) 0 D  
Stock Option (right to buy) $ 26.3333 05/15/2012   D     7,452 05/06/2005 05/06/2014 Class A Common Stock 7,452 (2) 0 D  
Stock Option (right to buy) $ 26.3333 05/15/2012   D     5,696 08/04/2004 05/06/2014 Class A Common Stock 5,696 (2) 0 D  
Stock Option (right to buy) $ 27.8533 05/15/2012   D     8,198 05/25/2006 05/25/2015 Class A Common Stock 8,198 (2) 0 D  
Stock Option (right to buy) $ 27.8533 05/15/2012   D     5,385 08/23/2005 05/25/2015 Class A Common Stock 5,385 (2) 0 D  
Stock Option (right to buy) $ 34.6667 05/15/2012   D     8,943 05/04/2007 05/04/2016 Class A Common Stock 8,943 (2) 0 D  
Stock Option (right to buy) $ 34.6667 05/15/2012   D     4,328 08/02/2006 05/04/2016 Class A Common Stock 4,328 (2) 0 D  
Stock Option (right to buy) $ 42.91 05/15/2012   D     3,496 08/07/2007 05/09/2017 Class A Common Stock 3,496 (2) 0 D  
Stock Option (right to buy) $ 42.91 05/15/2012   D     6,991 05/01/2008 05/09/2017 Class A Common Stock 6,991 (2) 0 D  
Stock Option (right to buy) $ 27.15 05/15/2012   D     5,525 08/05/2008 05/07/2018 Class A Common Stock 5,525 (2) 0 D  
Stock Option (right to buy) $ 27.15 05/15/2012   D     11,049 05/01/2009 05/07/2018 Class A Common Stock 11,049 (2) 0 D  
Stock Option (right to buy) $ 19.58 05/15/2012   D     15,322 05/01/2010 05/06/2019 Class A Common Stock 15,322 (2) 0 D  
Stock Option (right to buy) $ 19.58 05/15/2012   D     7,661 08/04/2009 05/06/2019 Class A Common Stock 7,661 (2) 0 D  
Stock Option (right to buy) $ 26.33 05/15/2012   D     5,697 05/01/2011 05/05/2020 Class A Common Stock 5,697 (2) 0 D  
Stock Option (right to buy) $ 26.33 05/15/2012   D     5,697 08/03/2010 05/05/2020 Class A Common Stock 5,697 (2) 0 D  
Stock Option (right to buy) $ 29.83 05/15/2012   D     5,028 05/01/2012 05/11/2021 Class A Common Stock 5,028 (2) 0 D  
Stock Option (right to buy) $ 29.83 05/15/2012   D     5,028 08/09/2011 05/11/2021 Class A Common Stock 5,028 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OCONNOR PHILIP R
C/O DELPHI CAPITAL MANAGEMENT, INC.
590 MADISON AVENUE 30TH FL
NEW YORK, NY 10022		       Former director

Signatures

 Chad W. Coulter, Attorney-in-Fact for Philip R. O'Connor   05/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Disposed of pursuant to the Agreement and Plan of Merger dated as of December 21, 2011 by and among the issuer, Tokio Marine Holdings, Inc. and TM Investment (Delaware) Inc. (the "Merger Agreement"), pursuant to which each of the shares was converted into the right to receive $43.875 in cash. In addition, pursuant to the terms of the Merger Agreement, a special cash dividend of $1.00 per share was paid in respect of such shares on May 16, 2012.
(2) Pursuant to the terms of the Merger Agreement, such option, whether or not fully vested, was cancelled in exchange for the right to receive a cash payment equal to the amount by which $44.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class A Common Stock underlying such option.

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