UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K

                 Current Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

         Date of Report (Date of earliest event reported):  May 5, 2003
                                                            -----------

                                Semele Group Inc.
-------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               Delaware                  0-16886            36-3465422
-------------------------------------------------------------------------
    (State  or  other  jurisdiction   (Commission      (IRS  Employer
          of  incorporation)           File  Number)    Identification  No.)


     200  Nyala  Farms,  Westport,  Connecticut             06880
-------------------------------------------------------------------------
     (Address of principal executive offices)             (Zip Code)


Registrant's  telephone  number,  including  area  code:  (203)  341-0555
                                                          ---------------




          (Former name or former address, if changed since last report)



                                SEMELE GROUP INC.
                                    FORM 8-K

ITEM  5  -  OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURES

Semele  has  received  a  proposal from Gary Engle and James Coyne, respectively
Semele's  CEO  and President  ("Management"), who together with their affiliates
are  the beneficial owners of approximately 58% of the outstanding Semele common
stock,  for  the  acquisition  of substantially all of the outstanding shares of
common  stock  of  Semele  not  already owned by Management for $1.20 per share.
Terms  of  the  offer  are  detailed  in  the  attached  exhibits.



ITEM  7  -  FINANCIAL  STATEMENTS  AND  EXHIBITS

Exhibit
-------

99.1     Text of Letter dated May 5, 2003 to the Directors of Semele referencing
the  Proposed  Acquisition  of  Semele  Group  Inc.


99.2     Text  of  press  release  dated May 5, 2003 titled "Management Proposes
Offer  To  Acquire  Semele  Group  Inc.  Common  Stock".






                                   SIGNATURES
                                   ----------


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:     May  5,  2003          SEMELE  GROUP  INC.


By:  /s/  Richard  K.  Brock
     Name:   Richard  K.  Brock
     Title:  Chief  Financial  Officer  and  Treasurer





EXHIBIT  INDEX

Exhibit
-------

99.1     Text of Letter dated May 5, 2003 to the Directors of Semele referencing
the  Proposed  Acquisition  of  Semele  Group  Inc.


99.2     Text  of  press  release  dated May 5, 2003 titled "Management Proposes
Offer  To  Acquire  Semele  Group  Inc.  Common  Stock".