As filed with the Securities and Exchange Commission on January 21,2005

Registration No. 333-103207
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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P0ST-EFFECTIVE AMENDMENT

NO. 2

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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DELTA MUTUAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 14-1818394
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

111 North Branch Street
Sellersville, PA 18960
(Address of principal executive offices)

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Delta Mutual, Inc. 2001 Employee Stock Option Plan

(Full Title of Plan)

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Peter F. Russo
111 North Branch Street
Sellersville, PA 18960

(Name and Address of Agent For Service)

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(215) 258-2800

(Telephone number, including area code of Agent for Service)

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Explanatory Note:

The prospectus set forth below and filed as part of this Registration Statement
has been prepared in accordance with the requirements of Part I of Form S-3
under the Securities Act of 1933, as amended, and in accordance with Section C
of the General Instructions to Form S-8. The prospectus may be used for resales
of common stock by the selling stockholders, as identified on page 9 of the
prospectus, that are affiliates of the Registrant (as defined in Rule 501(b) of
Regulation D of the Securities Act of 1933). The selling stockholders have
acquired the shares of common stock under the Delta Mutual, Inc. 2001 Employee
Stock Option Plan.

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the Registration Statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

DELTA MUTUAL, INC.

PROSPECTUS

367,800 Shares of Common Stock
(par value $.0001 per share)

FOR AFFILIATES OF DELTA MUTUAL, INC.

Stockholders of Delta Mutual, Inc. (the "Company", "we" or "us") are
offering for sale from time to time 367,800 shares of common stock, par value
$0.0001 per share, pursuant to this prospectus. See "Selling Stockholders". The
Selling Stockholders have acquired these shares pursuant to the Delta Mutual,
Inc. 2001 Employee Stock Option Plan.

We will pay certain of the legal and other expenses of this offering,
estimated to be $2,500. The selling stockholders will bear the cost of any
brokerage commissions or discounts or other selling expenses incurred in
connection with the sale of their shares. The price and the commissions, if any,
paid in connection with any sale may be privately negotiated, may be based on
then prevailing market prices, and may vary from transaction to transaction and,
as a result, are not currently known. In making sales of the shares resold
pursuant to this prospectus, the selling stockholders and the broker-dealer
firms involved in the transactions will comply with the volumetric limitations
set forth in Rule 144(e) under the Securities Act of 1933, as amended.

Bid and asked prices for our common stock are quoted, and the last sale
is reported, on the over-the-counter electronic bulletin board maintained by the
National Association of Securities Dealers under the symbol "DLTM." On January
19,2005 the last bid price of the common stock as reported was $0.60. As of
January 19,2005, there were 19,866,113 shares of our common stock outstanding.

We have not registered the shares for sale by the selling shareholders
under the securities laws of any state as of the date of this prospectus.
Brokers or dealers effecting transactions in the shares should confirm the
registration of these securities under the securities laws of the states in
which transactions occur or the existence of an exemption from registration.

AN INVESTMENT IN SHARES OF OUR COMMON STOCK INVOLVES SIGNIFICANT RISK.
WE URGE YOU TO CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 6 ALONG
WITH THE REST OF THIS PROSPECTUS, BEFORE YOU MAKE YOUR INVESTMENT DECISION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is January 21, 2005

Table of Contents

Business Summary.........................................................3
Risk Factors.............................................................6
Use of Proceeds..........................................................8
Selling Stockholders.....................................................9
Plan of Distribution.....................................................9
Description of Capital Stock............................................10
Experts.................................................................10
Where You Can Find Additional Information...............................10
Incorporation by Reference..............................................10

BUSINESS SUMMARY

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

This prospectus contains historical information as well as forward-looking
statements. Statements looking forward in time are included in this prospectus
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve known and unknown risks and
uncertainties that may cause our actual results in future periods to be
materially different from any future performance suggested herein. We wish to
caution readers that in addition to the important factors described elsewhere in
this prospectus, the following forward looking statements, among others,
sometimes have affected, and in the future could affect, our actual results and
could cause our actual consolidated results during 2004, and beyond, to differ
materially from those expressed in any forward-looking statements made by or on
our behalf.

Unless the context otherwise requires, the terms the "Company", "we", "our" and
"us" refers to Delta Mutual, Inc.

GENERAL

We were incorporated under the name Delta Mutual, Inc. on November 17, 1999 in
the State of Delaware. We are planning to establish business operations focused
on providing construction and environmental technologies and services in
specific geographic locations in Puerto Rico, the Middle East, Africa and the
Far East.

At the time of the Company's formation, prior company management intended to
offer mortgage and lending services through the Internet and secured the domain
name rights to the name deltamutual.com.

During our first year of existence, prior management believed that it would be
able to fund our intended operations through the sale of our common stock. Our
common stock is quoted on the Over-the-Counter Electronic Bulletin Board under
the symbol "DLTM." At the time of our formation, companies with Internet-based
businesses were treated favorably in the capital markets. In 2000, however, the
market for the stock of Internet-based businesses deteriorated substantially and
many such companies went out of business because they were unable to raise
additional capital.

From inception through December 31, 2002, prior to initiating our current plan
of operations, we raised a limited amount of capital through the sale of our
common stock. These funds were not sufficient to capitalize any of our business
plans.

In April 2001, Kelcon, Inc. ("Kelcon"), a company newly organized for the
purpose by Kenneth A. Martin, acquired a controlling interest (450,000 shares)
in Delta with a view to acquiring the assets of Enterprises Solutions, Inc.
("Enterprises"). Kelcon's Delta shares were acquired from two of Delta's
directors, James E. Platek (300,000 shares) and Bonnie Cunningham (150,000), for
which Kelcon paid a total of $450,000. Mr. Martin supplied $75,000 of the
purchase price for Delta's shares, and an overseas investor who had previously
invested in Enterprises supplied $375,000, for which Kelcon issued a 20%
promissory note due October 31, 2001. The investor had the right to convert
$100,000 principal amount of the note into 100,000 shares of Kelcon's Delta
stock. As part of this transaction, Mr. Platek, Ms. Cunningham, and Delta's
third director, Robert Franz, resigned and appointed Mr. Martin as Delta's sole
director. Mr. Martin then appointed Mr. Sailor H. Mohler and Mr. Phillip Chung
as additional directors.

In May 2000, prior Company management entered into an Agreement of Sale pursuant
to which Delta was to acquire substantially all Enterprises' assets in exchange
for approximately 11,068,307 shares of Delta's common stock. In June 2001, prior
Company management prepared and filed with the Securities and Exchange
Commission a registration statement for the shares to be issued to Enterprises'
stockholders, with a view to consummating the acquisition.

Due to the death of Enterprises' president, the Agreement of Sale with
Enterprises was terminated and the Company's registration statement was
withdrawn. Shortly thereafter, Messrs. Sailor H. Mohler and Phillip Chung
resigned as directors of the Company.

In August 2002, prior Company management executed a letter of intent to merge
with Helvetia Pharmaceuticals, Inc. After a due diligence period, prior Company
management terminated negotiations and that proposed transaction was never
consummated.

Change of Control

In November 2002, Kelcon, Inc. contracted for the sale of its 450,000 Company
common shares to Mr. Gary T. Robinson, a New York businessman, for $275,000 in a
private transaction. This transaction represented a "Change in Control" of our
Company. As part of this transaction, on March 10, 2003, Kenneth A. Martin
appointed Gary T. Robinson and Peter F. Russo to serve as members of our Board
of Directors, with Mr. Robinson being appointed as Chief Executive Officer and
Chairman of the Board of Directors, while Mr. Russo was appointed as President
and Secretary. Thereafter, on March 11, 2003, Mr. Martin resigned as an officer
and director of the Company. On June 11, 2003, Mr. Robinson resigned as Chief
Executive Officer and Mr. Russo was appointed to that office. On November 28,
2003 Mr. Robinson resigned as a director.

Business Plan

Since the change in control, new Company management has embarked upon a new
mission and strategic direction, by establishing joint venture subsidiaries and
a limited partnership, primarily to establish of business operations focused on
providing construction and environmental technologies and services in Puerto
Rico, the Middle East, Africa and the Far East.

Puerto Rico

The Company formed a majority owned joint venture in Puerto Rico to
manage construction and related activities required to build low income houses
in Puerto Rico under the Puerto Rican Government's Section 124 low income
housing program. In December 2003, the Company secured the purchase rights to 36
acres that are designated Section 124 eligible. Approximately 270 low-income
homes are planned for construction on this property. The necessary building
permits have been submitted for approval and a real estate agency has been hired
to sell the homes planned for construction. Due to events related to the ballot
recount in the Puerto Rican gubernatorial election held on November 2, 2004, the
election of a new governor was not certified until late December 2004. These
events have delayed the Company's permit approval process. Currently, we expect
the building permits to be approved and presale of the homes to begin during the
first quarter of 2005.

The Company formed a second majority owned joint venture in Puerto
Rico in December 2004 to manage construction and related activities required to
build approximately 300 additional homes under the Section 124 low income
housing program. We secured the rights to an additional 40 acre tract for this
second project in December 2004.

Middle East, Africa and Far East

The Company intends to establish operating joint ventures in specific
countries in the Middle East, and the Far East primarily aimed at soil and water
reclamation. The initial step of forming a strategic alliance leading to joint
ventures has been established with local organizations in Saudi Arabia and in
Indonesia. The Company currently contemplates no activity in Africa in the
foreseeable future.

In September 2004, the Company announced that its environmental
services subsidiary, Delta-Envirotech, Inc., would participate with PT Faryan, a
local Indonesian company, in a contract with PT Pertamina, the Indonesian
state-owned oil company, to clean oil storage tanks containing approximately
51,000 metric tons of oil tank residue located in Cilicap, Indonesia. This
project was expected to begin in the fourth quarter of 2004.

On January 14, 2005, we announced that due to the tsunami that struck
Indonesia in late December 2004,the Cilicap project, which is not located in the
disaster area, would be delayed because the Indonesian government had refocused
its priorities on disaster relief efforts. At the same time, however, we
announced that Delta-Envirotech had signed a memorandum of understanding with PT
Ranita, another Indonesian company, for processing up to 85,000 metric tons of
oil sludge. We currently expect this project to begin in a few months.

Also on January 14, 2005 we announced that Delta-Envirotech is forming
a new joint venture with PT Triyudha, headquartered in Jakarta, to expand our
energy and environmental recovery operations in Indonesia.

Central and Eastern Europe

The Company has made a strategic decision to minimize its activities in
Eastern Europe and to maintain a small passive investment in the area that can
be expanded in the future if current circumstances change. While the potential
for significant environmental remediation activity remains, local government
priorities and hard currency shortages relegate these activities to a low
status.

License Agreements

On April 2, 2003, we entered into a technology license agreement and addendum
thereto (together, the "License Agreement") with Joseph Friedman and Sons
International, Inc. ("Friedman") for all of the republics and the former Soviet
Union where Friedman has business experience. Based on the termination of
certain technology rights licensed to us, as well as our strategic decision to
minimize our activities in Eastern Europe, on March 30, 2004 we notified
Friedman of termination of the License Agreement. Subsequently, Friedman made a
claim for additional shares of stock and the right to appoint a nominee to our
Board of Directors. The Company has taken the position that the termination of
the License Agreement eliminates the rights Friedman claimed. In November 2004,
the Company and Friedman entered into a settlement agreement and mutual release
and we paid Friedman a settlement amount as specified in the settlement
agreement.

On March 18, 2003, the Company entered into a letter of intent with Hi-Tech
Consulting and Construction, Inc. ("Hi-Tech") to form a joint venture to provide
environmental technology services primarily to markets in the Middle East and
Africa. The joint venture company, named Delta-Envirotech, Inc., is based in
Virginia and focus on participating in government sponsored pollution
remediation projects. The joint venture agreement was concluded January 14, 2004
and Delta-Envirotech, Inc., a Delaware corporation, was formed.

On March 6, 2003, the Company entered into a consulting agreement with M.U.R.G.
LLC ("M.U.R.G.), a Florida based real estate consulting firm for advisory
services in connection with the proposed construction of approximately 500 homes
in Puerto Rico by the Company. We advanced M.U.R.G. $100,000 against its future
commission compensation and M.U.R.G. delivered to us its promissory note payable
on demand with interest accruing at the rate of 5% per annum. Mr. Gary Robinson,
former Chief Executive Officer and former Chairman of our Board of Directors,
advanced a $100,000 loan to us that permitted us to make the advance to M.U.R.G.
The project did not go forward and on June 16, 2003 Mr. Robinson agreed to
assume the promissory note from M.U.R.G. and reduce the loan amount due him from
the Company.

On April 25, 2003, the Company entered into a letter of intent with Ms.
Jamie Burrows and Burrows Consulting, Inc., a Texas based corporation
(collectively referred to as "Burrows") to form a joint venture company to be
known as Delta Specialty Services. Delta Specialty Services will be based in
Houston, Texas and will engage in providing waste remediation technologies and
services on a project basis to the United States Government, foreign governments
and their respective departments, agencies, political sub-divisions as well as
to private entities around the world. As of September 30, 2003 the Company had
advanced $75,000 to Burrows. On September 4, 2003, an announcement was made
regarding execution of the first legal contract establishing the business
relationship with Burrows. The joint venture was officially scheduled to be
consummated on October 31, 2003, and operated under the assumption that, if all
legal conditions were met, which included the execution and delivery of legal
documents defining the rights of the parties and requiring certain funding
commitments, the operation of the joint venture would commence. This was not
accomplished on the established timetable and the joint venture company has not
commenced operations.

COMPETITION

We will remain a development-stage company until we have commenced business
operations in accordance with our business plan and have successfully obtained
debt or equity financing to fund our projected business operations. There are
many established environmental remediation companies that have significantly
greater financial and personnel resources and technical expertise than we do.
There are well-capitalized environmental services and technology companies as
well as highly capitalized housing development companies in our target
marketplaces that will continue to retain their dominance and competitive
advantages over us.

EMPLOYEES

Currently, we have five employees: Peter F. Russo, the President and Chief
Executive Officer; Martin G. Chilek, Vice President and Chief Financial Officer;
Jerome Kindrachuk, Vice President-International; John M. Latza Vice
President-Puerto Rico Operations and Judith M. Dallas, Director of
Administration. Assuming that we obtain the necessary funding to operate our
planned businesses, we will hire several additional personnel to staff our
projected business operations.

LEGAL PROCEEDINGS

There are no legal proceedings against he Company; however, the claim discussed
below is currently under negotiation.

B. Michael Pisani

In January 2003, the Company borrowed $15,000 from B. Michael Pisani ("Pisani"),
a stockholder, as evidenced by a promissory note in such principal amount, which
was payable with interest on January 27, 2003. This note provided for the
issuance of shares of common stock for each month that amounts due and owing
were not paid by the Company. The company did not pay the outstanding balance on
the maturity date. In April 2003, the company repaid $5,000 of the outstanding
principal.

In May 2003, the note was amended to eliminate the requirement for additional
shares of stock and subsequently a dispute arose about the validity of the
amendment. Pisani disputes the validity of such amendment and made a demand for
the issuance of 350,000 shares of common stock. In March 2004, the Company
repaid the principal and interest due under the terms of the amended note.
Pisani, through counsel, informed the Company that by accepting repayment, he
does not prejudice his position regarding the validity of the original note.

The Company is attempting to resolve this dispute. If Pisani prevails in a legal
action against the Company, he may be entitled to, in addition to the principal
and interest that he has received from the Company, shares of common stock as
additional interest.

RISK FACTORS

NO REVENUE AND MINIMAL ASSETS

Because we have no revenues, the Company's ability to continue as a going
concern is dependent upon its ability to obtain funds to meet its obligations on
a timely basis, obtain additional financing or refinancing as may be required,
an ultimately to attain profitability. There are no assurances that the Company
will be able to obtain additional financing or, if it is able to obtain
additional financing, that such financing will be on favorable terms. The
inability to obtain additional financing when needed would have a material
adverse effect on operating results.

OUR BUSINESS IS IN THE DEVLOPMENTAL STAGE AND WE EXPECT TO INCUR LOSSES IN THE
FUTURE.

Our operations have not generated any revenues nor are they profitable. We have
incurred net operating losses from the beginning of our development through
September 30, 2004 of $4,067,608 and it is expected that we will continue to
incur operating losses in the future. Failure to achieve or maintain
profitability may materially and adversely affect the future value of our common
stock.

WE HAVE ONLY A LIMITED OPERATING HISTORY AND HAVE NOT OPERATED PROFITABLY SINCE
INCEPTION. WE WILL BE REQUIRED TO RAISE SUBSTANTIAL AMOUNTS OF CAPITAL.

We will have to obtain significant additional capital to continue development of
our proposed business. There is no assurance that we will be able to obtain
sufficient capital to develop our proposed environmental remediation business
and market our services successfully.

WE HAVE BEEN THE SUBJECT OF A GOING CONCERN OPINION BY OUR INDEPENDENT AUDITORS,
WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS WE OBTAIN
ADDITIONAL FUNDING.

Our independent auditors have added an explanatory paragraph to their audit
opinions, issued in conjunction with our financial statements, which states that
our ability to continue as a going concern is uncertain due to our continued
operating losses, the excess of our liabilities over our assets and uncertain
conditions we face in the day-to-day operations. Our financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENTAL REGULATION FOR OUR PROPOSED
ENVIRONMENTAL REMEDIATION OPERATIONS.

Each aspect of our proposed environmental remediation business is subject to
significant international and U. S. federal, state and local environmental
regulations. No assurances can be given that such environmental laws or
regulations, or that future changes in environmental laws, regulations or
interpretations currently applicable to the Company or changes in the nature of
the Company's operations, will not adversely impact our proposed operations or
have a material adverse effect on the financial condition, operations and
liquidity of the Company.

AS A HOUSING DEVELOPER WE FACE GOVERNMENTAL APPROVAL, ECONOMIC AND MARKET RISKS.

Many factors which are beyond our control will affect our proposed business as a
developer of housing, including, among others, general economic and real estate
market conditions, competitive factors, the availability and cost of borrowed
funds, real estate tax rates, federal and state income tax laws, operating
expenses (including maintenance and insurance), energy costs, government
regulations, and potential liability under changes in environmental and other
laws, as well as successful management of the properties.

Our success as a developer of housing will also be subject to certain additional
risks including but not limited to, (i) competition for existing and future
projects from other developers in the areas of our development properties, (ii)
adverse changes in mortgage interest or terms of governmental financing, (iii)
possible adverse changes in general economic conditions and adverse local
conditions, such as competitive over-bidding, a decrease in employment or
adverse changes in real estate zoning laws, and (iv) other circumstance over
which we may have little or no control.

Our housing development projects require extensive governmental approvals. There
may be delays in obtaining these approvals which have adverse effects on the
project for which they are sought, or necessary approvals may not be granted in
a timely fashion to enable us to pursue the project to completion. For our low
income housing project in Puerto Rico, we are required to obtain building
permits, which at this time have not been issued. Due to events related to the
ballot recount in the Puerto Rican gubernatorial election held on November 2,
2004, the election of a new governor was not certified until late December 2004.
These events have delayed the Company's permit approval process with the Puerto
Rico government.

OUR MARKETS ARE VERY COMPETITIVE.

Virtually all of our current and potential competitors have significantly
greater financial, marketing and technical resources than we have. As a result,
they may be able to leverage a customer base, adapt more quickly to new
technologies and changes in customer requirements, or devote greater resources
to the promotion and sale of their services and products than we can.

WE DO NOT EXPECT TO PAY DIVIDENDS.

We have never paid dividends on our common stock. Our management anticipates
that any earnings generated from our operations will be used to finance our
working capital, services and product development and marketing. For the
foreseeable future, cash dividends will not be paid to holders of our common
stock.

VOLATILITY OF STOCK PRICE.

The market price of our common stock, as is the case for companies without
established operations, is extremely volatile based on our future prospects
generally and general market and economic conditions. During the 15 month period
ended December 31, 2004, the closing per share price of our common stock has
fluctuated between $1.09 to $0.16 per share. Our common stock currently trades
in the OTC Bulletin Board market.

"PENNY" STOCK REGULATION OF BROKER-DEALER SALES OF OUR SECURITIES.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks". Generally, penny stocks are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system). If our
shares are traded for less than $5.00 per share, as they currently are, the
shares will be subject to the SEC's penny stock rules unless (1) our net
tangible assets exceed $5,000,000 during our first three years of continuous
operations or $2,000,000 after our first three years of continuous operations;
or (2) we have had average revenue of at least $6,000,000 for the last three
years. The penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document prescribed by the SEC that provides information about
penny stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. In addition, the penny
stock rules require that prior to a transaction in a penny stock not otherwise
exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
As long as our common stock is subject to the penny stock rules, the holders of
the common stock may find it difficult to sell our common stock.

USE OF PROCEEDS

The shares of common stock being offered hereby are for the account of
the Selling Stockholders. Accordingly, we will not receive any of the proceeds
from the sale of the shares being offered hereby. See "Selling Stockholders".

SELLING STOCKHOLDERS

The shares of common stock to which this prospectus relates may be sold
from time to time by the selling stockholders who are "affiliates" of the
Company (as defined in Rule 501(b) of Regulation D of the Securities Act of
1933). The selling stockholders have acquired the shares of common stock
pursuant to the Delta Mutual, Inc. 2001 Employee Stock Option Plan.

The table below identifies the selling stockholders, their relationship
to us, and the numbers of shares of common stock beneficially owned as of
January 21, 2005, and the number of shares covered by this prospectus.

No. of Shs. Beneficially No. of Shs. % of Outstanding
Selling Stockholder Relationship Owned To Be Sold Shs. After Offering
- ----------------------- --------------- ------------------------------ -------------- -------------------

Peter F. Russo President & CEO 1,022,600(1) 122,600 4.35%

Martin G. Chilek VP & CFO 1,022,600(2) 122,600 4.35%

Jerome Kindrachuk VP International 722,600(3) 122,600 2.95%

Total 2,767,800 367,800 10.93%

(1) Mr. Russo owns 100,000 shares of common stock directly and holds options to
purchase an aggregate of 2,500,000 shares of common stock. The options were
issued on November 19, 2004,are exercisable at a price of $.25 per share, and
expire November 18, 2009. Of the options held by Mr. Russo, options to purchase
800,000 shares of common stock have vested.

(2) Mr. Chilek owns 100,000 shares of common stock directly and holds options to
purchase an aggregate of 1,750,000 shares of common stock. The options were
issued on November 19, 2004, are exercisable at a price of $.25 per share, and
expire November 18, 2009. Of the options held by Mr. Chilek, options to purchase
800,000 shares of common stock have vested.

(3) Mr. Kindrachuk owns 100,000 shares of common stock directly and holds
options to purchase an aggregate of 750,000 shares of common stock. The options
were issued on November 19, 2004, are exercisable at a price of $.25 per share,
and expire November 18, 2009. Of the options held by Mr. Kindrachuk, options to
purchase 500,000 shares of common stock have vested.

PLAN OF DISTRIBUTION

The common stock covered by this prospectus may be offered and sold
from time to time by the Selling Stockholders, including in one or more of the
following transactions:

o in the OTC Bulletin Board Market;

o in transactions other than in the OTC Bulletin Board Market.

O in connection with short sales;

o by pledge to secure debts and other obligations;

o in connection with the writing of options, in hedge
transactions, and in settlement of other transactions in
standardized or over-the-counter options;

o in combination of any of the above transactions; or

o pursuant to Rule 144, assuming the availability of an
exemption from registration.

The Selling Stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to prevailing market prices,
at negotiated prices or at fixed prices.

Broker-dealers that are used to sell shares will either receive
discounts or commission from the Selling Stockholders, or will receive
commissions from the purchasers from whom they acted as agents.

In sales of the shares, the Selling Stockholders and participating
broker-dealers will comply with the volumetric limitations of Rule 144(e) under
the Securities Act of 1933, as amended.

DESCRIPTION OF CAPITAL STOCK

We have registered our common stock under the Securities Exchange Act
of 1934. For further information on us and our common stock, you should refer to
our registration statement on Form 10-SB, filed on May 5, 2000, and Amendment
No. 1 thereto, filed on June 15, 2000.

EXPERTS

The financial statements of Delta Mutual, Inc. as of December 31, 2003
and 2002, and for each of the years in the two year period ended December 31,
2003, incorporated by reference in this prospectus and registration statement
have been audited by Wiener Goodman & Company, P.C., independent certified
public accountants, as set forth in their report thereon and incorporated by
reference herein. The financial statements referred to above are incorporated by
reference herein and in the registration statement in reliance on the authority
of said firm in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C. - 450 Fifth Street, N.W.,
Room 1024, Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our filings are also
available to the public from the SEC's web site at http://www.sec.gov.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings that
we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934.

1. Our Annual Report on Form 10-KSB for our fiscal year ended December
31, 2003.

2. Our report on Form 10-QSB for our fiscal quarter ended March 31,
2004.

3. Our report on Form 10-QSB for our fiscal quarter ended June 30,
2004.

4. Our report on Form 10-QSB for our fiscal quarter ended September 30,
2004

5. The Company's Registration Statement on Form 10-SB under the
Exchange Act, as filed with the Commission on May 5, 2000, together with
Amendment No. 1 thereto, filed with the Commission on June 15, 2000, and the
description of common stock set forth therein, including any amendments or
reports filed for the purpose of updating such description.

You may request a copy of these filings, at no cost, by writing or
telephoning our Secretary at the following address: 111 North Branch Street,
Sellersville, PA 18960; telephone (215)258-2800.

This prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide you with different information.
We are not making an offer of these securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this document.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), File No. 000-28195, are
hereby incorporated by reference in this Registration Statement:

1. The Company's Annual Report on Form 10-KSB under the Exchange Act,
as filed with the Commission on April 6, 2004.

2. The Company's Quarterly Report on Form 10-QSB under the Exchange
Act, as filed with the Commission on May 19, 2004.

3. The Company's Quarterly Report on Form 10-QSB under the Exchange
Act, as filed with the Commission on August 12, 2004.

4. The Company's Quarterly Report on Form 10-QSB under the Exchange
Act, as filed with the Commission on November 15, 2004.

In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from the date of the filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

The Registrant's certificate of incorporation authorizes the issuance of up to
100,000,000 shares of the Registrant's common stock, $0.0001 par value per
share. Currently, the Registrant has approximately 19,886,113 shares of common
stock outstanding.

The Registrant's common stock has no preemptive, conversion or
redemption rights or sinking fund provisions and all of the issued and
outstanding shares of the Registrant's common stock are fully paid and
nonassessable.

Holders of the Registrant's common stock are entitled to one vote, in
person or by proxy, for each share of the Registrant's common stock held of
record in the stockholder's name on the books of the Registrant as of the record
date on any matter submitted to the vote of the stockholders. Cumulative voting
in the election of directors is not available to stockholders of the Registrant.
Each share of the Registrant's common stock has the same rights, privileges and
preferences as every other share and will share equally in the Registrant's net
assets upon liquidation or dissolution after satisfaction of liabilities.

The Registrant's stockholders are entitled to dividends when, and if,
declared by the Registrant's board of directors out of funds legally available
therefor, and after satisfaction of the prior rights of holders of any
outstanding preferred stock, if any (subject to certain restrictions on payment
of dividends imposed by the laws of Delaware).

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's certificate of incorporation, as amended, provides that its
directors and officers shall be indemnified to the fullest extent permissible
under Delaware law. The certificate of incorporation also provides that a
director shall not be liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.

Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Registrant has adopted provisions in its certificate of incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Registrant and its stockholders for monetary
damages for breach or alleged breach of their duty of care.

Section 145 of the Delaware General Corporation Law provides for the
indemnification of officers, directors, employees and agents of a corporation.
Section 145 of the Delaware General Corporation Law provides for indemnification
in terms sufficiently broad to indemnify such individuals, under certain
circumstances, for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

ITEM 8. EXHIBITS

Exhibits
- --------
3.1b Articles of Incorporation of the Company, as currently in
effect, incorporated herein by reference to Exhibit 3.1b
to to the Company's Quarterly Report on Form 10Q-SB filed
with the Commission on November 15, 2004.

3.2 By-Laws of the Company, incorporated herein by reference
to Exhibit 3.2 to Amendment No. 1 to the Company's
Registration Statement on Form 10-SB filed with the
Commission on June 15, 2000.

3.2a Amendment to Article III, Section I of the By-Laws,
incorporated by reference to the Company's quarterly
report on Form 10-QSB, filed with the Commission on
November 21, 2000.

4.2 Delta Mutual, Inc. 2001 Employee Stock Option Plan,
as amended December 1, 2003, incorporated by
reference to Exhibit 10.6 to the Company's annual
report on Form 10-KSB, filed with the Commission on
April 6, 2004.

5.1* Opinion of Michael Paige PLLC, counsel to the
Company, regarding the legality of the Common Stock being
registered.

23.1* Consent of Wiener, Goodman & Company PC.

- ---------------------
* Filed herewith.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: to include any
material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such
information in this registration statement; (2) that, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the registrant's Certificate of Incorporation or
By-Laws, by contract, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sellersville, Pennsylvania, on January 21, 2005.

DELTA MUTUAL, INC.
(Registrant)

By: /s/ Peter F. Russo
-------------------------------------------
Title: President, Chief Executive Officer

By: /s/ Martin G. Chilek
-------------------------------------------
Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated.

Signature Titles Date
--------- ------ ----

/s/Peter F. Russo Director January 21, 2005
------------------------

INDEX TO EXHIBITS
-----------------

5.1 Opinion of Michael Paige PLLC, counsel to the Company, regarding the
legality of the Common Stock being registered.

23.1 Consent of Wiener, Goodman & Company, PC