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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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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 590 MADISON AVENUE, 30TH FLOOR 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 03/26/2012   G V 8,191 D $ 0 0 D   Class A Common Stock 03/26/2012   G V 45,273 D $ 0 0 I By R & Co. Capital Management LLC Class A Common Stock 03/27/2012   G V 100,000 D $ 0 114,158 I By Pergamon Enhanced Master Fund Ltd. Class A Common Stock 03/28/2012   G V 114,158 D $ 0 0 I By Pergamon Enhanced Master Fund Ltd. Class B Common Stock 05/15/2012   D   16,081 D $ 52.875 (1) 0 D   Class B Common Stock 05/15/2012   D   1,812,202 D $ 52.875 (1) 0 I By RR Delaware Holdings LP Class B Common Stock 05/15/2012   D   582,802 D $ 52.875 (1) 0 I By Rosenkranz & Company, L.P. Class B Common Stock 05/15/2012   D   3,126,447 D $ 52.875 (1) 0 I By Foster Crossing, Incorporated Class B Common Stock 05/15/2012   D   574,026 D $ 52.875 (1) 0 I By Pheasant Walk, Inc.

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
Deferred Share Units	(2)	05/15/2012		D			178,862	(3)	(3)	Class B Common Stock	178,862	(4)	0	D
Deferred Share Units	(2)	05/15/2012		D			100,515	(3)	(3)	Class B Common Stock	100,515	(4)	0	D
Deferred Share Units	(2)	05/15/2012		D			78,143	(3)	(3)	Class B Common Stock	78,143	(4)	0	D
Deferred Share Units	(2)	05/15/2012		D			73,356	(3)	(3)	Class B Common Stock	73,356	(4)	0	D
Deferred Share Units	(2)	05/15/2012		D			73,475	(3)	(3)	Class B Common Stock	73,475	(4)	0	D
Stock Option (right to buy)	$ 40.18	05/15/2012		D			375,094	08/23/2008	08/23/2017	Class B Common Stock	375,094	(5)	0	D
Deferred Share Units	(2)	05/15/2012		D			42,896	(3)	(3)	Class B Common Stock	42,896	(4)	0	D
Stock Option (right to buy)	$ 29.14	05/15/2012		D			128,689	02/06/2009	02/15/2018	Class B Common Stock	128,689	(5)	0	D
Stock Option (right to buy)	$ 29.84	05/15/2012		D			500,000	08/12/2009	08/11/2018	Class B Common Stock	500,000	(5)	0	D
Deferred Share Units	(2)	05/15/2012		D			58,851	(3)	(3)	Class B Common Stock	58,851	(4)	0	D
Stock Option (right to buy)	$ 21.24	05/15/2012		D			176,553	02/11/2011	02/17/2020	Class B Common Stock	176,553	(5)	0	D
Deferred Share Units	(2)	05/15/2012		D			48,138	(3)	(3)	Class B Common Stock	48,138	(4)	0	D
Stock Option (right to buy)	$ 31.16	05/15/2012		D			144,415	02/09/2012	02/18/2021	Class B Common Stock	144,415	(5)	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROSENKRANZ ROBERT 590 MADISON AVENUE, 30TH FLOOR NEW YORK, NY 10022	X		CEO

Signatures

Chad W. Coulter, Attorney-in-Fact for Robert Rosenkranz		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 $52.875. 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)	1-for-1.
(3)	The terms of these deferred share units provided that the underlying shares of Class B Common Stock would, subject to the satisfaction of various time vesting requirements, be delivered to the reporting person upon the earliest to occur of various events specified in the issuer's Second Amended and Restated Long-Term Performance-Based Incentive Plan.
(4)	Pursuant to the terms of the Merger Agreement, such deferred share units, whether or not fully vested, were cancelled in exchange for the right to receive a cash payment of $52.875 per underlying share of Class B Common Stock. In addition, pursuant to the terms of the Merger Agreement, a payment in the amount of $1.00 per share of Class B Common Stock underlying such units was made on May 16, 2012.
(5)	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 $53.875 exceeded the exercise price per share of such option, multiplied by the number of shares of Class B Common Stock underlying such option.

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