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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                          AMENDMENT NO. 1 TO FORM 10-Q

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<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
           ENDED SEPTEMBER 30, 2000.
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                                       OR

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<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
           SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
           FROM             TO             .
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                         COMMISSION FILE NUMBER 025751

                            COMPUCREDIT CORPORATION
             (Exact name of registrant as specified in its charter)

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<S>                                                   <C>
                   GEORGIA                                         58-2336689
       (State or other jurisdiction of                 (IRS Employer Identification No.)
       incorporation or organization))

ONE RAVINIA DRIVE, SUITE 500, ATLANTA, GEORGIA                       30346
   (Address of principal executive offices)                        (Zip Code)
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                                 (770) 206-6200
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                YES /X/  NO / /

The number of shares outstanding of the issuer's only class of Common Stock, no
par value, (the "Common Stock"), as of October 31, 2000 was 46,514,639 shares.

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                                EXPLANATORY NOTE

    This Amendment to Form 10-Q is being filed solely to include exhibits, which
were inadvertently omitted from the Company's Form 10-Q filed on November 14,
2000 as a result of, among other things, transmission error.

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits. The exhibits listed in the accompanying exhibit index are filed as
    part of this report.

(b) Reports on Form 8-K.

    None.
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                                   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 thereunto duly authorized.

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<S>                                                    <C>  <C>
                                                       COMPUCREDIT CORPORATION

                                                       By:             /s/ BRETT M. SAMSKY
                                                            -----------------------------------------
                                                                         Brett M. Samsky
                                                                     CHIEF FINANCIAL OFFICER
                                                                   (DULY AUTHORIZED OFFICER AND
November 22, 2000                                                  PRINCIPAL FINANCIAL OFFICER)
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                                 EXHIBIT INDEX

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<CAPTION>
     EXHIBIT NO.                                DESCRIPTION
---------------------   ------------------------------------------------------------
<S>                     <C>
 3.2**                  Second Amended and Restated Bylaws of CompuCredit
                        Corporation.

10.1**                  Master Indenture, dated as of July 14, 2000, among
                        CompuCredit Credit Card Master Note Business Trust, as
                        Issuer, The Bank of New York, as Indenture Trustee, and
                        CompuCredit Corporation, as Servicer.

10.1(a)**               First Amendment to Master Indenture, dated as of
                        September 7, 2000, among CompuCredit Credit Card Master Note
                        Business Trust, The Bank of New York and CompuCredit
                        Corporation.

10.1(b)*                Form of Indenture Supplement.

10.2*                   Transfer and Servicing Agreement, dated as of July 14, 2000,
                        among CompuCredit Funding Corp., as Transferor, CompuCredit
                        Corporation, as Servicer, CompuCredit Credit Card Master
                        Note Business Trust, as Issuer and The Bank of New York, as
                        Indenture Trustee.

10.2(a)**               First Amendment to Transfer and Servicing Agreement, dated
                        as of September 7, 2000, among CompuCredit Funding
                        Corporation, CompuCredit Corporation, CompuCredit Credit
                        Card Master Note Business Trust and The Bank of New York.

27**                    Financial Data Schedule (for SEC use only).
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*   Filed herewith.

**  Filed with the Company's Report on Form 10-Q for the quarter ended
    September 30, 2000, filed November 14, 2000 with the Securities and Exchange
    Commission.