EXHIBIT 3.1
                                   AMENDMENT

                     TO THE AMENDED AND RESTATED BY-LAWS OF

                          DELPHI FINANCIAL GROUP, INC.

By resolutions duly adopted by the Board of Directors of Delphi Financial Group,
Inc. (the "Corporation") on August 4, 2005, the following amendment to the
Corporation's Amended and Restated By-Laws (the "By-Laws") was approved and
adopted:

Article III, Section 1 of the By-Laws is hereby deleted in its entirety and
replaced by the following:

Section 1. The number of directors which shall constitute the whole board of
directors shall initially be 2. However, at any time and from time to time, the
number of directors which shall constitute the whole board of directors may be
increased to not more than 14 or decreased to not less than 5, by resolution of
the board of directors, provided that no decrease in the number of directorships
shall shorten the term of any incumbent director. Any change in the number of
directorships must be authorized by a majority of the whole board of directors,
as constituted immediately prior to such change. The directors shall be elected
annually, either at the annual meeting of the stockholders or by written consent
of all the stockholders entitled to vote in lieu of the annual meeting, except
as provided in Section 2 of this Article III, and each director elected shall
hold office until the next annual meeting of stockholders and until his
successor is elected and qualified or until his earlier death or resignation.
Directors need not be stockholders.

The foregoing is certified as an amendment to the By-Laws, duly adopted by the
Board of Directors of the Corporation.

                                       /s/ CHAD W. COULTER
                                       -----------------------------------------
                                       Chad W. Coulter, Secretary

August 4, 2005