Item 8.01 Other Events.

In connection with the audit of Resource America, Inc.'s (the "Company") 401(k) Plan (the "Plan"), the Company learned that its previously filed Form S-8 registration statement (file no. 333-03077) did not register a sufficient number of securities to cover all of the shares issued by the Company under the Plan.

The Plan contains a "Resource America Stock Fund" as an investment option, and the Plan allows participants to allocate some or all of their account balances to interests in the Resource America Stock Fund. Because the Company sponsors the Plan, it is required to register certain transactions in the Plan related to shares of Resource America, Inc. common stock. The Company inadvertently failed to register transactions in the Plan relating to up to approximately 180,000 shares (the "Shares") for the Plan.

The Company intends to file a new registration statement on Form S-8 to register future transactions in the Plan as soon as practicable. Nonetheless, the Company may be subject to civil and other penalties by regulatory authorities as a result of the failure to register these transactions. The Company has implemented monitoring procedures to ensure that in the future it timely meets its registration obligations with respect to the Plan and other employee benefit plans.

The failure to register a sufficient number of shares as noted above was inadvertent, and as such, the Company has always treated the shares issued in the Resource America Stock Fund under the Plan as outstanding for financial reporting purposes. Consequently, these unregistered transactions do not represent any additional dilution. The Company believes that historically it has always provided the employee-participants in the Plan with the same information they would have received had the registration statement been filed.
Original purchasers of the Shares may have rescission rights with respect to such Shares, which rights represent a contingent liability of the Company.

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