U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB/A

(Mark  One)
 X      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
--       OF  1934.
For  the  fiscal  year  ended  DECEMBER  31,  1998


___     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT  OF  1934.
For  the  transition  period  from  _____________________  
                                to  _____________________

     Commission  file  number  0-18819
                             MONACO FINANCE, INC.
                             --------------------
                (Name of small business issuer in its charter)

          Colorado                                    84-1088131
          --------                                    ----------
          (State  or  other  jurisdiction   (IRS Employer Identification No.)
          of incorporation or organization)


          370  17th  Street,  Suite  5060
          Denver,  Colorado                                       80202
          -------------------------------                         -----
          (Address  of  principal  executive  offices)          (Zip  Code)

          Issuer's  telephone  number:          (303)  592-9411


        SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

          NAME  OF  EACH  EXCHANGE
     TITLE  OF  EACH  CLASS          ON  WHICH  REGISTERED
     ----------------------          ----------------------------

     None
----------------------------------------------------
----------------------------------------------------

----------------------------------------------------
----------------------------------------------------

        SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                     Class A Common Stock, $.01 Par Value
               ------------------------------------------------
                                Title of Class

     Check  whether  the  issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.

          [X]          Yes          [      ]          No

     Check  if  disclosure  of  delinquent  filers  in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form, and no disclosure will be
contained,  to  the  best  of  Registrant's  knowledge, in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB.  [        ]

     State  issuer's  revenues  for  its most recent fiscal year: $20,829,747.

     State  the  aggregate  market  value  of the voting and non-voting common
equity  held by non-affiliates computed by reference to the price at which the
common  equity  was  sold,  or  the average bid and asked price of such common
equity,  as  of  a  specified  date  within  the  past  60  days:

     As  of  March  30,  1999:        Approximately  $243,000.

     State the number of shares outstanding of each of the issuer's classes of
common  equity, as of the latest practicable date: As of March 30, 1999, there
were  2,554,559  shares  of  Class A Common Stock, $.01 par value, and 254,743
shares  of  Class  B  Common  Stock,  $.01  par  value,  outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     None.


Transitional  Small  Business Disclosure Format:    [   ]     Yes          [X]
No



Total  number  of  pages:    16



<PAGE>
                                   PART III

ITEM  9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE  WITH  THE  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

     The  executive  officers  and  directors  of  the Company are as follows:
<TABLE>
<CAPTION>
NAME                    AGE    POSITION
----  ---------------  ----  -----------------------------
<S>                    <C>   <C>
Morris Ginsburg          68  Chairman of the Board, 
                              President and Director
Irwin L. Sandler         53  Executive Vice President, 
                              Secretary/Treasurer and Director
Bill C. Bradley          67  Director
Bobby L. Hashaway        44  Director
Joseph A. Cutrona        51  Director
William P. Clark, Jr.    63  Director
Leonard M. Snyder        51  Director
Vann R. Martin           44  Senior Vice President
<FN>

</TABLE>

     There  are no family relationships among any of the executive officers or
directors  of  the  Company.  Pursuant  to the Option Agreement (see "Item 12.
Certain  Relationships  and  Related  Transactions"),  (i)  Consumer  Finance
Holdings,  Inc.  ("CFH"),  a  wholly-owned  subsidiary of Pacific USA Holdings
Corp.  ("Pacific  USA"), agreed to vote or cause to be voted certain shares of
the  Company's  capital  stock, including the Option Shares (as defined in the
Option  Agreement),  to  maintain Messrs. Ginsburg and Sandler as directors of
the  Company,  and  (ii) Messrs. Ginsburg and Sandler agreed to use their best
efforts  to  provide  CFH  with  the  right to designate four directors to the
Company's  board  or such larger number as shall then be sufficient to provide
CFH with effective control of the board. In addition, so long as not less than
1,500,000 shares of Preferred Stock are issued and outstanding, holders of the
Preferred Stock have the right to elect one director of the Company. As of the
date  hereof,  the  board  consists of seven members, three of which have been
appointed  by  CFH (Messrs. Bradley, Hashaway and Cutrona). Mr. Clark has been
appointed  by  First  CF Corp., an indirect wholly-owned subsidiary of Pacific
USA  and  the  record  owner  of  all  of  the  Preferred  Stock.

     Morris  Ginsburg  -  Mr.  Ginsburg, a co-founder of the Company, has been
Chairman  of  the Board, and President of the Company since June 1, 1988. From
1955  to  1979,  Mr.  Ginsburg  was  chairman  of  the board, president, chief
executive  officer and owner of Bluhill American, a producer of condiments for
the food service industry. Mr. Ginsburg sold Bluhill to the Kellogg Company in
1979  and  served as a director of Fearn International, a division of Kellogg,
from 1979 through 1983. In 1983, Mr. Ginsburg repurchased Bluhill from Kellogg
and  shortly  thereafter resold it to Dean Foods. In 1981, Mr. Ginsburg formed
Container  Industries,  Inc., a food container company in Denver, Colorado for
which  he  serves  as chairman of the board. Since 1984, Mr. Ginsburg has been
president, chief executive officer and owner of Ginsburg Investments, an asset
lending  company.

     Irwin  L.  Sandler  -  Mr. Sandler, a co-founder of the Company, has been
Executive  Vice  President of the Company since April 1, 1993, and Senior Vice
President,  Secretary,  Treasurer  and a Director of the Company since June 1,
1988.  Since  1972,  Mr.  Sandler  has  been in the private practice of law in
Denver,  Colorado  emphasizing  securities,  corporate,  contract  and general
business  law.  From  1982 through 1985, Mr. Sandler served as president and a
director  of  a  publicly held company engaged in both oil and gas exploration
and  the  investment  banking  business.

     Bill  C.  Bradley  - Mr. Bradley has been a Director of the Company since
April  1998. He has been the chief executive officer and a director of Pacific
USA Holdings Corp. since 1991 and is responsible for developing its investment
and operating strategies and plans. From 1968 to 1991 he was a partner of KPMG
Peat  Marwick  where he served on its board of directors. From 1980 to 1991 he
was responsible for its management consulting practice in the southwest region
of  the  United  States.

     Bobby L. Hashaway - Mr. Hashaway has been a Director of the Company since
April  1998.  Since  1992,  he has been the executive vice president and chief
financial  officer  of  Pacific  Southwest  Bank.  From  1975  to 1992, he was
associated  with Bank One, Texas, N.A., Dallas, Texas, with the final position
held being that of senior vice president - corporate planning. Mr. Hashaway is
a  certified  public  accountant.

     Joseph  A. Cutrona - Mr. Cutrona has been a Director of the Company since
June  1998.    From  June  1998  to  February 11, 1999, he was Chief Executive
Officer  and  acting Chief Financial Officer of the Company.  From 1998 to the
present,  he  has  been Executive Vice President of Pacific USA Holdings Corp.
From 1995 to 1998, he was Executive Vice President and Chief Financial Officer
of  NationsCredit Corporation, the diversified finance company of NationsBank.
Prior  to  his retirement in 1992, he held numerous senior executive positions
from  1971  with  Associates  First Capital Corporation, a leading diversified
finance  company, the last position being that of Executive Vice President and
Director  of  Associates  Financial  Services  Company,  Inc.  and
President-Centralized  Operations  of    The  Associates.

     William  P.  Clark,  Jr.  -  Mr. Clark has been a Director of the Company
since April 1998 and has been a director of Pacific Southwest Bank since 1993.
Since 1974, he has been the president, chief executive officer, a director and
a  majority  shareholder  of Lockhart Motor Company, which owns and operates a
Ford-Lincoln-Mercury dealership in Lockhart, Texas. In 1992 and 1993 he served
on  the  board  of directors of the Texas Automobile Dealers Association. From
1969  to  1989 he served on the board of directors of Lockhart State Bank. Mr.
Clark  is  active  in  numerous  civic  and  community  service  associations.

     Leonard  M.  Snyder - Mr. Snyder has been a Director of the Company since
April  1998.  Since  1995, Mr. Snyder has engaged in marketing, management and
financial  consulting. From 1987 to October 1994, he was chairman of the board
and chief executive officer of Lamonts Apparel, Inc., a public company engaged
in  the  chain  store  apparel  business.  In  January  1995,  Lamonts filed a
voluntary  petition  under  Chapter  11 of the Bankruptcy Code and its plan of
reorganization  became effective in January 1998. Since April 1998, Mr. Snyder
has  been  a  director  of  One  Price Clothing Stores, Inc., a public company
engaged  in  the  women's  retail clothing business.  From 1979 to 1987 he was
employed  by  Allied  Stores  Corporation, a department store chain. The final
position  he  held  with  Allied  was  that  of  corporate  vice president and
executive  group  manager  for  all  Midwestern  United  States  stores.

     Vann R. Martin - Mr. Martin has been Senior Vice President of the Company
since February 1998. From August 1997 to February 1998, he served as Executive
Vice President of Marketing and Operations for Search Financial Services, Inc.
From  1984  to  February  1998,  he was involved with a program which provided
automobile  financing for marginal risk customers. From 1984 through 1993, the
program  was  owned  and  operated  by  First Jackson Savings Bank of Jackson,
Mississippi,  where  the  last  position  held  by  Mr. Martin was Senior Vice
President.  In  1993,  the program was purchased by MS Financial, of which Mr.
Martin  became  President  and  Chief  Operating  Officer.  In July 1997, that
company  was  acquired  by  Search  Financial Services, Inc. From 1978 through
1994,  Mr.  Martin served in various financial and credit management positions
with  Capital  Bank  of  Louisiana  and  Ford  Motor  Credit  Company.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934
     Section  16(a) of the Securities Exchange Act of 1934 (the "Act") and the
rules  thereunder  require the Company's executive officers and directors, and
any  persons  who  own  more  than  ten  percent  of a registered class of the
Company's  equity  securities,  to  file  reports  of ownership and changes in
ownership  with  the  Securities  and  Exchange  Commission ("SEC"). Officers,
directors  and  greater  than  ten-percent  shareholders  are  required by SEC
regulation  to furnish the Company with copies of all Section 16(a) forms they
file.

     Based  solely on its review of the copies of Forms 3, Forms 4 and Forms 5
received  by  it,  or  written representations from a reporting person that no
Form 5 is required for that person, the Company believes that, during the last
fiscal year, all Section 16(a) filing requirements applicable to its executive
officers,  directors  and ten-percent or more beneficial owners, were complied
with.

BOARD  MEETINGS  AND  COMMITTEES
     During  the  fiscal  year ended December 31, 1998, the Board of Directors
held  five  meetings  and  took  action  by  unanimous  written  consent on 18
occasions.  Significant  matters were informally discussed among the directors
before  the  consents were signed. During 1998, no incumbent director attended
fewer  than  75%  of  the aggregate of the total number of board meetings held
while he was a director and the total number of committee meetings of which he
was  a  member.

     The  Board  of Directors has appointed a Stock Option Committee, an Audit
Committee,  and  a  Compensation  Committee,  but  does  not  currently have a
standing  nominating  committee.  The Company's executive committee, which has
broad  powers  to  act on behalf of the Company, consists of Messrs. Ginsburg,
Bradley,  Hashaway  and Cutrona. The executive committee meets informally on a
regular  basis  as  well  as  formally  on  an  intermittent  basis.

     The  current  members of the Stock Option Committee are Leonard M. Snyder
and  William  P. Clark, Jr. The Stock Option Committee was established on June
30,  1992,  and held no meetings in 1998. However, it took action by unanimous
written  consent  on  two  occasions  in  1998.  The  Stock  Option  Committee
administers  and  interprets  the  Company's  1992  Stock  Option Plan and has
authority  to  determine  which  persons  shall  be  granted options under the
Company's  1992  Stock  Option  Plan and the terms and conditions of the stock
options  granted.

     The  Audit  Committee  was  established as of June 30, 1998, and held two
meetings  in  1998.  The current members of the Audit Committee are Leonard M.
Snyder,  Bobby  L.  Hashaway  and  William P. Clark, Jr.  Previously, the full
Board  of  Directors  performed  the  functions  of  an  audit  committee.

     The  Company  also  established  a  Compensation Committee as of June 30,
1998,  whose  members  consist of William P. Clark, Jr. and Leonard M. Snyder.
The  Compensation  Committee  held  one  meeting  in  1998.


<PAGE>
ITEM  10.          EXECUTIVE  COMPENSATION.

          The  following  table sets forth certain information concerning cash
compensation  paid  to  the  Company's  Chief  Executive  Officer and the four
additional  highest  paid  executive  officers whose total annual compensation
exceeded  $100,000  for  the  fiscal  year  ended  December  31,  1998.

<TABLE>

<CAPTION>

                             SUMMARY COMPENSATION TABLE

                                                   LONG-TERM COMPENSATION
                                                   ----------------------
                                 ANNUAL
                              COMPENSATION      AWARDS
                              ------------      ------
                                                                         SECURITIES
                                                          OTHER ANNUAL   UNDERLYING
NAME AND PRINCIPAL POSITION   YEAR   SALARY     BONUS     COMPENSATION   OPTIONS (#)
----------------------------  ----  ---------  --------  --------------  -----------
<S>                           <C>   <C>        <C>       <C>             <C>
JOSEPH A. CUTRONA(1)
Chief Executive Officer       1998      - (1)     - (1)           - (1)        - (1)

MORRIS GINSBURG               1998  $312,500   $     0   $       7,201            0 
President                     1997  $208,086   $ 6,317   $       8,104     22,500(2)
                              1996  $200,000   $37,891   $       8,750     10,000(2)

IRWIN L. SANDLER
Executive Vice President,
Secretary and Treasurer       1998  $292,500   $     0   $       8,401            0 
                              1997  $160,330   $ 4,737   $      10,134     22,500(2)
                              1996  $150,000   $27,410   $      10,632     10,000(2)

VANN R. MARTIN
Senior Vice President         1998  $121,447   $     0   $      19,639            0 

MARK GENGOZIAN(3)
Vice President                1998  $128,292   $     0   $       4,400            0 
                              1997  $105,500   $ 1,222   $       2,000     16,000(2)
                              1996  $ 96,875   $ 9,045   $           0      3,000(2)
<FN>
_____________________

     (1)          Mr.  Cutrona  resigned  as an officer of the Company subsequent to
December 31, 1998. His compensation as an officer of the Company was paid by Pacific
USA  Holdings  Corp.  in  his  capacity  as  Executive  Vice  President  of Pacific.

     (2)          Options  to  purchase  Class  A  Common  Stock  of  the  Company.

     (3)       Mr. Gengozian resigned as an officer of the Company in November 1998.
</TABLE>


     The  Company  did not grant stock options to its named executive officers
during  the  fiscal  year  ended  December  31,  1998.

     The  following  table sets forth the individual stock option exercises by
the  named executive officers in and during the fiscal year ended December 31,
1998,  and  the  stock  option  values  at  the  end  of  such  fiscal  year.

<TABLE>
<CAPTION>

                                    AGGREGATED OPTION EXERCISES IN LAST FISCAL
                                      YEAR AND FISCAL YEAR END OPTION VALUES

                          SHARES                                     NUMBER OF UNEXERCISED    VALUE OF UNEXERCISED IN-THE-
                       ACQUIRED ON              VALUE                OPTIONS AT FY-END (#)     MONEY OPTIONS AT FY-END ($)
NAME                   EXERCISE (#)            REALIZED ($)        EXERCISABLE  UNEXERCISABLE          EXERCISABLE
<S>               <C>                     <C>                      <C>          <C>            <C>
----------------  ----------------------  ----------------------   -----------  -------------  --------------------------

Morris Ginsburg                        0  $                     0       67,500              0  $                        0
Irwin L. Sandler                       0  $                     0       67,500              0  $                        0
Mark Gengozian                         0  $                     0       14,980          4,000  $                        0

                VALUE OF UNEXERCISED IN-THE-
                MONEY OPTIONS AT FY-END ($)
NAME                   UNEXERCISABLE
<S>               <C>
----------------  -------------------------

Morris Ginsburg   $                       0
Irwin L. Sandler  $                       0
Mark Gengozian    $                       0
<FN>
</TABLE>



     The  Company's  executive  compensation  is currently not affected by the
limitations  on  the deductibility of executive compensation amounts in excess
of  $1,000,000 imposed by Section 162(m) of the Internal Revenue Code of 1986,
as  amended  (the  "Code"). However, in the future the Company intends to take
any  actions  it  deems  necessary  with  respect to executive compensation in
consideration  of  Section  162(m)  of  the  Code.

EMPLOYMENT  AGREEMENTS
     On  December  4,  1997,  the  Company  entered  into Executive Employment
Agreements  with  Messrs.  Ginsburg and Sandler (the "Executives") whereby Mr.
Ginsburg is employed as president and chairman of the board and Mr. Sandler is
employed  as  executive  vice president. He also presently serves as corporate
secretary  and  treasurer. The employment agreements each have a term of three
years,  beginning  December  4,  1997.  The  employment agreements provide for
annual  base  salaries  for  Messrs.  Ginsburg  and  Sandler  of  $310,000 and
$290,000,  respectively, and the same fringe benefits as are provided to other
executive  level  employees  from  time  to  time.  Benefits  include, without
limitation,  the  right  to  participate  in  stock  option  grants.

     The  employment  agreements  contain confidentiality, non-competition and
non-solicitation  covenants  by the Executives which apply for a period of two
years  following expiration of the Executive's employment for any reason other
than  death.  As  consideration for these covenants, the Company agreed to pay
each Executive the sum of $300,000 in two equal installments without interest,
with  the  first  installment  due  on  the  first  anniversary  date  of  the
commencement  of  the  two-year  period  and the second installment due on the
second  anniversary  date  thereof.

DIRECTOR  COMPENSATION
     Directors are currently not paid fees for attending meetings of the Board
of  Directors  or  committees thereof. However, they are reimbursed for actual
travel  and  other  expenses  incurred in attending such meetings. On June 30,
1998,  the  Board  of  Directors  adopted  guidelines  for the compensation of
outside directors. Outside directors are those directors who are not directors
and/or  officers  of  either the Company or Pacific USA Holdings Corp. Outside
directors  are  entitled  to  the  following  compensation: (i) an annual cash
retainer  in  the amount of $15,000 to be paid quarterly on July 1, October 1,
January  1  and April 1 of each year; (ii) $1,000 for attendance at each board
and  committee meeting in the amount of $1,000 per meeting, except with regard
to committee meetings which are held contemporaneously or on the same day as a
board  meeting  for  which  no  additional compensation will be paid; (iii) an
initial  stock  grant  of  2,000  shares  of the Company's common stock and an
additional  1,000 shares of the Company's common stock to be granted annually;
and  (iv) reimbursement for all reasonable expenses in connection with serving
as  a  member  of  the  Board  of  Directors.

     As  members  of the Stock Option Committee, Messrs. Snyder and Clark will
be  eligible  to  participate  in  the  Company's  1992 Stock Option Plan. The
Company's  1992  Stock  Option  Plan provides that options for the purchase of
1,000  shares of Class A Common Stock shall be granted automatically each year
immediately following the annual meeting of the Company's shareholders to each
director  who  is  a  member  of  the Stock Option Committee on such date. The
options  shall be fully exercisable six months following the date of grant and
shall be exercisable for ten years after the date of grant. The exercise price
of  such  options  shall equal the closing bid price of the stock as quoted on
the  Nasdaq  Stock  Market  on  the  date  of  grant.

ITEM  11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth information as of April 15, 1999, with
respect  to  the  beneficial  ownership  of shares of Class A Common Stock and
Class B Common Stock of the Company by (a) each person known by the Company to
be the beneficial owner of more than five percent of the outstanding shares of
Class A and Class B Common Stock; (b) each executive officer and director; and
(c)  all  executive  officers and directors as a group. All  of the transactions
 described herein have been adjusted to take into
account  the  one-for-five  reverse split of the Company's Class A and Class B
Common  Stock  effected  in  November  1998. Except as noted below,
each  person  has  sole voting and investment power over the shares indicated:

<TABLE>
<CAPTION>
                                                                                                                      % OF  
NAME AND ADDRESS                                                                           % OF COMMON STOCK         VOTING 
OF BENEFICIAL OWNER                        AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)         OWNERSHIP(2)          POWER
----------------------------------------  -----------------------  ------------------   ---------------------------  -------
                                                  CLASS A               CLASS B             CLASS A        CLASS B   CLASS A
                                          -----------------------  ------------------  ------------------  --------  --------
<S>                                       <C>                      <C>                 <C>                 <C>       <C>
MORRIS GINSBURG
370 17th Street
Denver, CO
80202                                                  184,040(4)          116,000(5)                6.7%     45.5%        * 

IRWIN L. SANDLER
370 17th Street
Denver, CO
80202                                                  117,914(7)           50,000(5)                4.4%     19.6%        * 

BILL C. BRADLEY
2740 N. Dallas Pkwy, #200
Plano, TX
75093-4705                                           2,712,100(8)          254,743(8)               70.2%    100.0%     54.9%

JOSEPH A. CUTRONA
2740 N. Dallas Pkwy., #200
Plano, TX
75093-4705                                                     -                   -                   -         -         - 

BOBBY L. HASHAWAY
18524 Bay Pines Lane
Dallas, TX
75287                                                1,104,725(9)                  -                31.6%        -       6.4%

WILLIAM P. CLARK, JR.
P.O. Box 208
Lockhart, TX
78644                                               1,110,725(10)                  -                31.6%        -       6.4%

LEONARD M. SNYDER
6260 N. Desert Moon Loop
Tucson, AZ
85750                                                   4,000(13)                  -                   *         -         * 

VANN R. MARTIN
370 17th Street
Denver, CO
80202                                                      2,000                   -                   *         -         * 

MARK GENGOZIAN
370 17th Street
Denver, CO
80202                                                  15,000(11)                  -                   *         -         * 

PACIFIC USA HOLDINGS CORP.
PACIFIC ELECTRIC WIRE & CABLE CO., LTD.
CONSUMER FINANCE HOLDINGS, INC.
5999 Summerside Drive, #106
Dallas, TX
75252                                               2,712,100(12)         254,743(12)               70.2%    100.0%     54.9%

BUD KARSH
10000 E. Yale #60
Denver, CO
80231                                                          -            88,743(5)                -(5)  34.9%(6)        - 

ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP
(11 persons)                                           2,869,073             254,743                71.5%    100.0%     55.1%


                                           % OF VOTING POWER
 NAME AND ADDRESS                          ---------------------           
 OF BENEFICIAL OWNER                       CLASS B   COMBINED(3)
----------------------------------------  --------  -----------
<S>                                       <C>       <C>


MORRIS GINSBURG
370 17th Street
Denver, CO
80202                                           -          *(6)

IRWIN L. SANDLER
370 17th Street
Denver, CO
80202                                           -          *(6)

BILL C. BRADLEY
2740 N. Dallas Pkwy, #200
Plano, TX
75093-4705                                  100.0%        65.3%

JOSEPH A. CUTRONA
2740 N. Dallas Pkwy., #200
Plano, TX
75093-4705                                      -            - 

BOBBY L. HASHAWAY
18524 Bay Pines Lane
Dallas, TX
75287                                           -          4.9%

WILLIAM P. CLARK, JR.
P.O. Box 208
Lockhart, TX
78644                                           -          4.9%

LEONARD M. SNYDER
6260 N. Desert Moon Loop
Tucson, AZ
85750                                           -            * 

VANN R. MARTIN
370 17th Street
Denver, CO
80202                                           -            * 

MARK GENGOZIAN
370 17th Street
Denver, CO
80202                                           -            * 

PACIFIC USA HOLDINGS CORP.
PACIFIC ELECTRIC WIRE & CABLE CO., LTD.
CONSUMER FINANCE HOLDINGS, INC.
5999 Summerside Drive, #106
Dallas, TX
75252                                       100.0%        65.3%

BUD KARSH
10000 E. Yale #60
Denver, CO
80231                                           -          -(5)

ALL EXECUTIVE OFFICERS
AND DIRECTORS AS A GROUP
(11 persons)                                100.0%        65.5%

<FN>

*  Represents  less  than  one  percent.

     (1)       Shares are considered beneficially owned, for purposes of this table, only if held by the person indicated, or
if  such  person,  directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or
shares  the power to vote, to direct the voting of and/or to dispose of or to direct the disposition of, such security, or if
the  person has the right to acquire beneficial ownership within 60 days, unless otherwise indicated. All shares are owned of
record  unless  otherwise  indicated.

     (2)         Includes all shares of Class A Common Stock and Class B Common Stock outstanding and assumes exercise of all
outstanding  options  and  warrants  and conversion of all outstanding debentures beneficially owned by the indicated person.

     (3)       Includes all shares of Class A Common Stock and Class B Common Stock outstanding. Each share of Class A Common
Stock has one vote per share while each share of Class B Common Stock has three votes per share. The Class B Common Stock may
be  converted  into  Class  A  Common  Stock  on  a  share  for  share  basis  at the option of the holder thereof, and shall
automatically  be  converted in the event of its sale or transfer (whether by sale, assignment, gift, bequest, appointment or
otherwise)  or upon death of the holder. Excluded, however, from the automatic conversion are transfers of the Class B Common
Stock  for estate planning purposes to or for the benefit of the original holder or members of his immediate family, provided
that  the  original  holder  retains  both  voting  and  investment  power  over  the  stock  so  transferred.

     (4)     Includes options to purchase 10,000 shares of Class A Common Stock at $10.625 per share, exercisable at any time
until January 3, 2002; options to purchase 25,000 shares of Class A Common Stock at $15.00 per share, exercisable at any time
prior to June 30, 2002; options to purchase 10,000 shares of Class A Common Stock at $9.375 per share exercisable at any time
prior to July 29, 2006; options to purchase 22,500 shares of Class A Common Stock at $2.655 per share exercisable at any time
prior to August 25, 2007; and 116,000 shares of Class A Common Stock issuable upon conversion of the same number of shares of
Class  B  Common  Stock.  Excludes  1,500  shares  of Class A Common Stock owned by the spouse of Mr. Ginsburg as to which he
disclaims  beneficial  ownership.

     (5)          Messrs.  Ginsburg, Sandler (through a family partnership of which he is sole general partner) and Karsh own
116,000, 50,000 and 88,743 shares, respectively, of Class B Common Stock. Messrs. Ginsburg and Sandler have granted an option
to Consumer Finance Holdings, Inc. ("CFH") to purchase all of their shares of Class B Common Stock exercisable until December
4,  2000.

     (6)          Messrs. Ginsburg, Sandler and Karsh entered into an Agreement Among Certain Shareholders of Monaco Finance,
Inc.,  dated  April  9,  1992, in which Mr. Karsh appointed Messrs. Ginsburg and Sandler as his proxy and attorney-in-fact to
each  vote 50% of his Class B Common Stock. On December 4, 1997, Messrs. Ginsburg and Sandler transferred their voting rights
with respect to these shares to Pacific USA, which, since it has sole voting power over those shares, may be deemed to be the
beneficial  owner  thereof.  Mr.  Karsh  also  may be deemed to be the beneficial owner of these shares since he retains sole
dispositive  power  with  respect  thereto.

     (7)     Includes options to purchase 10,000 shares of Class A Common Stock at $10.625 per share, exercisable at any time
until January 3, 2002; options to purchase 25,000 shares of Class A Common Stock at $15.00 per share, exercisable at any time
prior  to  June  30,  2002; options to purchase 10,000 shares of Class A Common Stock at $9.375 per share, exercisable at any
time prior to July 29, 2006; options to purchase 22,500 shares of Class A Common Stock at $2.655 per share exercisable at any
time  prior  to  August  25,  2007;  and 50,000 shares of Class A Common Stock issuable upon conversion of the same number of
shares of Class B Common Stock. Of the remaining shares listed for Irwin L. Sandler, 414 shares were purchased by Mr. Sandler
through  the  custodial  account  of  his  Keogh  Plan.  Mr.  Sandler  may  be  deemed  the beneficial owner of these shares.

     (8)          Mr. Bradley is a director of Pacific USA. Includes the following shares: 1,239,632 shares of Class A Common
Stock  owned  of  record  by CFH; 162,231 shares of Class A Common Stock owned of record by First CF Corp.; 235,626 shares of
Class  A Common Stock issuable upon full conversion of the Preferred Stock owned by First CF Corp.; 113,000 shares of Class A
Common Stock issuable upon full exercise of a promissory note due December 31, 1998, in the principal amount of $536,750 held
by  Pacific USA; and 254,743 shares of Class B Common Stock as to which CFH has sole voting power. CFH also owns an option to
purchase the 166,000 shares of Class B Common Stock owned by Messrs. Ginsburg and Sandler exercisable until December 4, 2000.
Mr.  Bradley  disclaims  beneficial  ownership  of  all  such  shares.

     (9)      Mr. Hashaway is a director of First CF Corp. Includes 162,231 shares of Class A Common Stock and 235,626 shares
of  Class  A  Common Stock issuable upon full conversion of the Preferred Stock owned by that company. Mr. Hashaway disclaims
beneficial  ownership  of  all  such  shares.

     (10)      Mr. Clark is a director of Pacific Southwest Bank. Includes 162,231 shares of Class A Common Stock and 235,626
shares  of  Class A Common Stock issuable upon full conversion of the Preferred Stock owned by First CF Corp., a wholly-owned
subsidiary  of  that  bank. Mr. Clark disclaims beneficial ownership of all such shares. Also includes 3,000 shares issued to
Mr.  Clark as an outside director of the Company and 1,000 shares underlying stock options issued to Mr. Clark as a member of
the  Company's  stock  option  committee.

     (11)        Includes options to purchase 3,000 shares of Class A Common Stock at $9.375 per share any time prior to July
29,  2006; and options to purchase 11,980 shares of Class A Common Stock at $2.655 per share exercisable at any time prior to
August  25,  2007.

     (12)          Except  as  stated below, the information contained in the table, in this footnote and elsewhere herein is
derived  from  a  Schedule  13D dated March 16, 1998, filed by Pacific USA, Pacific Electric Wire & Cable Co., Ltd. ("Pacific
Electric") and CFH with the Securities and Exchange Commission. Pacific USA is a wholly-owned subsidiary of Pacific Electric.
CFH  and  First  CF Corp. are direct and indirect wholly-owned subsidiaries of Pacific USA. Accordingly, Pacific Electric and
Pacific  USA  may  be  deemed to be the beneficial owners of all of the shares referred to in Note (8) above. On September 1,
1998,  effective  as  of July 1, 1998, Pacific USA converted $4,463,250 in principal amount of a $5,000,000 loan into 939,632
shares  of Class A Common Stock at a conversion price of $4.75 per share. The conversion price is the book value per share of
the  Company's  issued and outstanding Common Stock as of June 30, 1998. The closing price of the Class A Common Stock on the
Nasdaq  Stock  Market  was  $.50  ($2.50  post-split)  per  share  on June 30, 1998, and $.38 ($1.90 post-split) per share on
September  1,  1998.

     (13)  Includes 3,000 shares issued to Mr. Snyder as an outside director of the Company and 1,000 shares underlying stock
options  issued  to  Mr.  Snyder  as  a  member  of  the  Company's  stock  option  committee.
</TABLE>



ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

     All  of the transactions described herein have been adjusted to take into
account  the  one-for-five  reverse split of the Company's Class A and Class B
Common  Stock  effected  in  November  1998.

PACIFIC  USA  TRANSACTIONS
     VOTING  CONTROL.   On November 12, 1998, the shareholders of  the Company
approved  a reverse split of the Company's Class A and Class B Common Stock on
the  basis  of  one  share  for  each  five  shares issued and outstanding. On
November  19, 1998, the Company's Board of Directors reviewed and approved the
split  to  be  effective  at the open of trading on the Nasdaq Stock Market on
Monday,  November  23,  1998. As of April 15, 1999, Pacific USA Holdings Corp.
("Pacific  USA") had direct and indirect voting power over approximately 54.9%
of  the  outstanding  shares  of Class A Common Stock, 100% of the outstanding
shares  of  Class  B  Common  Stock, approximately 65.3% of the total combined
voting  power  of  the  outstanding  shares  of  Common  Stock and 100% of the
outstanding  shares  of  both  classes  of  Preferred  Stock.

     OPTION  AGREEMENT.  On  or about December 4, 1997 (the "Effective Date"),
(Consumer Finance Holdings, Inc. ("CFH"), a wholly-owned subsidiary of Pacific
USA, and  Morris Ginsburg, Sandler Family Partners, Ltd., and Irwin L. Sandler
(collectively  the  "Shareholders") entered into an Option Agreement. Pursuant
to  the  Option Agreement, the Shareholders granted a three-year option to CFH
(the  "Call  Option")  to  purchase all, but not less than all, of the 166,000
shares of Class B Common Stock owned by the Shareholders (the "Option Shares")
at  a  purchase  price  of $20.00 per share. Concurrently, CFH granted to each
Shareholder  an  option  (the "Put Option") to sell that portion of the Option
Shares held by each Shareholder at a price of $20.00 per share. The Put Option
is  exercisable  with  respect  to  50% of the Option Shares during the 30-day
period  following  the second anniversary of the Effective Date and 50% during
the  30-day  period  following the third anniversary of the Effective Date. In
the  event  that  CFH  or any of its affiliates exercises the Call Option, and
within  180 days after closing thereof, sells or agrees to sell any portion of
the  Option  Shares  to  a  person  who is not an affiliate of CFH for a price
greater  than  $20.00  per  share,  the  seller  shall be obligated to pay the
Shareholders  50%  of such excess. The Shareholders agreed not to pledge, sell
or  otherwise  transfer  the  Option Shares at any time during the term of the
Call Option except to the extent of exercise of the Put Option. The obligation
of  CFH under the Put Option is secured by funds in a segregated bank account.

     Pursuant  to the Option Agreement, each Shareholder granted CFH the right
to  vote  all  Option  Shares  and to direct the exercise of all consensual or
other  voting  rights  with  respect to any additional shares of the Company's
capital  stock  as  to  which any Shareholder holds a proxy granted by a third
party,  subject  to  any fiduciary duty owed to the grantor of any such proxy.
The  Shareholders  retain all other incidents of ownership with respect to the
Option  Shares, including, but not limited to, the right to receive dividends.

     The  Option Agreement further provides that CFH shall vote or cause to be
voted  shares  of the Company's capital stock, including the Option Shares, to
maintain  Messrs.  Ginsburg  and  Sandler  as  directors  of  the Company. The
Shareholders agreed to use their best efforts to provide CFH with the right to
designate four directors to the Company's board or such larger number as shall
then  be  sufficient  to  provide  CFH  with  effective  control of the board.
Concurrently  with  execution  of  the  Option Agreement, Messrs. Ginsburg and
Sandler  entered  into  Executive  Employment Agreements with the Company. See
"Item  10.  Executive  Compensation  -  Employment  Agreements."

     ASSET  PURCHASE  AGREEMENT.  The  Company  entered  into  an  Amended and
Restated  Asset  Purchase  Agreement  dated  as of January 8, 1998 (the "Asset
Purchase  Agreement"),  with  Pacific  USA  and certain of its wholly-owned or
partially-owned  subsidiaries  - Pacific Southwest Bank ("PSB"), NAFCO Holding
Company,  L.L.C.  ("NAFCO"),  Advantage Funding Group, Inc. ("Advantage"), and
PCF  Service,  LLC  -  providing  for, among other things, the purchase by the
Company  of  sub-prime  automobile  loans  from  NAFCO and Advantage having an
unpaid  principal balance of approximately $81,115,233 for a purchase price of
$77,870,623  of  which $73,003,709 was paid in cash. Financing was provided by
Daiwa  Finance  Corporation which also is entitled to receive warrants for the
purchase  of  50,000  shares  of  Class  A  Common  Stock.  The Asset Purchase
Agreement amended and restated a similar agreement dated on or about September
30,  1997.

     The  Company's  credit  and  risk departments screened the loans acquired
from  NAFCO  and Advantage. The credit department reviewed certain of the loan
files  and verified, on a selected basis, information concerning the borrower,
the vehicle, as well as the contract terms. The credit department also matched
information  contained  in  actual  files with data transmitted to the Company
electronically.  The  function  of the risk department is to use the Company's
proprietary  risk analysis system to project cash flows from pools of loans to
determine estimated yield considering the purchase price, net of any discount;
coupon  interest  rate;  estimated  frequency  and  severity  of defaults; and
estimated  pre-payments. These investigations enabled the Company to establish
the terms for purchase of the contracts which management believes will satisfy
the  Company's  yield  parameters  and  assisted  in  obtaining  the financing
provided  by  Daiwa  Finance  Corporation.  In  addition,  Daiwa  performed an
independent  review  of  the  loan  portfolio.

     The  balance  of the purchase price, $4,866,914, was paid by the issuance
on  or about March 9, 1998, of 2,433,457 shares of the Company's 8% Cumulative
Convertible  Preferred  Stock,  Series  1998-1 (the "1998-1 Preferred Stock").

     As required by the Asset Purchase Agreement, PSB entered into a Loan Loss
Reimbursement  Agreement  whereby it agreed to reimburse the Company for up to
15%  of  any  losses  incurred  by  the  Company  in connection with the loans
acquired  from  NAFCO  and  Advantage. In consideration therefore, the Company
paid  PSB  an amount equal to 2% of the principal amount of the acquired loans
in  the form of 162,231 shares of the Company's Class A Common Stock valued at
$10.00  per  share.

     Also,  the  Company may be obligated to make additional payments to NAFCO
based  on  the performance of certain other assets acquired from NAFCO and the
results  of  operations,  if  any, with loan originators previously associated
with  NAFCO.  If  there  are any pre-tax earnings associated with these assets
and/or  operations  for calendar years 1998 and 1999, the Company is obligated
to  pay  NAFCO amounts equal to two times such pre-tax earnings in the form of
shares  of  the  Company's  Class  A  Common Stock valued at the average daily
closing  price  of such stock on the Nasdaq Stock Market for the last ten days
of  such calendar year. The number of shares of Class A Common Stock which the
Company  may be required to issue to NAFCO pursuant to these agreements cannot
be  determined  at  present.

     1998-1  PREFERRED  STOCK.  Following  approval  at  a  special meeting of
shareholders  of  the Company held March 4, 1998, and pursuant to the terms of
the  Asset  Purchase  Agreement,  2,433,457  shares  of  the  Company's 1998-1
Preferred  Stock valued at $2.00 per share and 162,231 shares of the Company's
Class A Common Stock, valued at $10.00 per share, were issued to affiliates of
Pacific  USA. Each ten shares of 1998-1 Preferred Stock was convertible at any
time  into  one  share  of  Class  A  Common Stock ("Conversion Ratio"), or an
aggregate of up to 233,346 shares of Class A Common Stock. Thus, the effective
cost  of  the  Class  A  Common  Stock  issuable upon conversion of the 1998-1
Preferred  Stock  would  have  been  $20.00  per share. The Company may become
obligated  to issue additional shares of Class A Common Stock to affiliates of
Pacific  USA  depending  upon  satisfaction  of  certain  conditions described
herein.  Upon exercise of either the Put Option or the Call Option, the shares
of  Class  B Common Stock purchased by CFH will automatically convert into the
same  number  of  shares  of  Class A Common Stock thereby reducing the voting
power  of  Pacific  USA  with  respect  to  the  Common  Stock.

     In  the event the closing price of the Class A Common Stock on the Nasdaq
Stock  Market  equaled or exceeded $30.00 per share on each trading day during
any  period of 60 consecutive calendar days, all of the 1998-1 Preferred Stock
would have been automatically converted into shares of Class A Common Stock at
the  Conversion  Ratio.  The  Conversion  Ratio is proportionately adjusted as
appropriate  to  reflect  the  effect  of  stock  splits  or  combinations.

     On  November  12,  1998,  the  shareholders  of  the  Company approved an
amendment  to its articles of incorporation to (i) change the Conversion Ratio
of  the 1998-1 Preferred Stock from one share of Class A Common Stock for each
ten  shares  of  1998-1  Preferred  Stock that are converted to four shares of
Class  A  Common  Stock for each ten shares of 1998-1 Preferred Stock that are
converted,  and (ii) provide that the market price of the Class A Common Stock
that  causes automatic conversion of the 1998-1 Preferred Stock into shares of
Class  A  Common  Stock  shall be proportionately adjusted in the event of any
issuance of Class A Common Stock as a dividend or other distribution or in the
event  of  a  subdivision  or combination of the outstanding shares of Class A
Common  Stock.

     So  long  as not less than 1,500,000 shares of 1998-1 Preferred Stock are
issued  and  outstanding,  the  holders  of the 1998-1 Preferred Stock, voting
separately as a class, are entitled to elect one member of the Company's Board
of  Directors.  Holders of the 1998-1 Preferred Stock otherwise have no voting
rights  except  as  may  be  required by the laws of the State of Colorado and
except  with  respect  to  any  amendment  to  the  Company's  Articles  of
Incorporation  which  would change any of the rights or preferences enjoyed by
such  stock.

     The  holders  of the 1998-1 Preferred Stock are entitled to receive when,
as  and if declared by the Board of Directors, out of any funds of the Company
legally  available  for  that  purpose,  cumulative dividends from the date of
issuance  at  the  rate  of  8% ($.16) per share of 1998-1 Preferred Stock per
year,  payable  quarterly  in  shares  of the Company's 1998-1 Preferred Stock
valued at $2.00 per share (or in cash if no preferred shares are available for
that  purpose). Dividends on the 1998-1 Preferred Stock are cumulative whether
or  not the Company is legally able to pay such dividends in whole or in part.
No  dividends  (other  than  those payable solely in common stock) may be paid
with  respect  to  the  common stock of the Company unless all accumulated and
unpaid  dividends  on  the 1998-1 Preferred Stock shall have been declared and
paid.

     Upon  liquidation,  dissolution or winding up of the Company, the holders
of the 1998-1 Preferred Stock then issued and outstanding shall be entitled to
receive  an amount equal to $2.00 per share of 1998-1 Preferred Stock plus any
accumulated  but  unpaid  dividends  before any payment or distribution of the
assets of the Company is made to or set apart for the holders of Common Stock.

     CONVERSION  AND  RIGHTS  AGREEMENT.  On  September  1,  1998, the Company
entered  into a Conversion and Rights Agreement (the "Agreement") with Pacific
USA.    In  July  1998, Pacific USA loaned the Company the principal amount of
$5,000,000.  Pursuant  to the Agreement, $4,463,250 of the principal amount of
the  loan  was  converted,  effective June 30, 1998,  into 939,632 shares (the
"Conversion  Shares")  of  the  Company's Class A Common Stock at a conversion
price of $4.75 per share. The conversion price was the book value per share of
the  Company's  issued  and  outstanding Common Stock as of June 30, 1998. The
closing  price of the Class A Common Stock on the Nasdaq Stock Market was $.50
($2.50 post-split) per share on June 30, 1998, and $.38 ($1.90 post-split) per
share  on  September  1,  1998.

     1999-1  PREFERRED  STOCK.  Effective as of November 30, 1998, Pacific USA
converted $536,750 of unsecured debt and $300,000 of secured debt into 418,375
shares  of  8%  Cumulative  Subordinated  Preferred  Stock, Series 1999-1 (the
"1999-1  Preferred  Stock")  of Monaco Finance, Inc. (the "Company") valued at
$2.00  per  share.  Further,  Pacific  paid  the  Company $200,000 in cash and
Pacific  and  the  Company  entered  into  a  Software License and Development
Agreement  and a Data Licensing Agreement (the "License Agreements"). Pursuant
to  the  License  Agreements,  Monaco,  as  licensor,  granted  to Pacific, as
licensee,  a  perpetual,  fully  paid  up,  nontransferable, exclusive license
covering  certain  proprietary   software and historical data developed by the
Company  with  respect  to  consumer automobile loans, including risk analysis
(the  "Monaco  Software").  Pacific  acquired the right to make modifications,
changes  or  improvements to the Monaco Software (referred to as the "Advanced
Software").    Pacific  has  the  right to exploit the Advanced Software as it
deems fit in its sole discretion.  Pacific granted to the Company a fully paid
up,  nontransferable,  nonexclusive  license  limited  to  use of the Advanced
Software  for the Company's internal business purposes only. This license will
terminate 90 days following any change in control of the Company. In addition,
Pacific  has  a  right  of  first refusal to purchase the Monaco Software. The
purchase price shall be offset by the total costs Pacific actually incurred in
development  of  the  Advanced  Software.

     The  1999-1  Preferred  Stock  is  subordinate  to  the  8%  Cumulative
Convertible Preferred Stock, Series 1998-1 (the "1998-1 Preferred Stock") with
respect  to  payment  of dividends, redemption and upon any liquidation of the
Company.  The  1999-1  Preferred  Stock  has  no  voting  rights other than as
provided  in  the articles of incorporation or as required by law. The Company
has  the  right to redeem the 1999-1 Preferred Stock at any time and from time
to  time,  in whole or in part, for cash in the amount of $2.00 per share plus
accrued but unpaid dividends. However, the 1999-1 Preferred Stock shall not be
redeemed  so  long  as  any  1998-1 Preferred Stock is issued and outstanding.
Dividends on the 1999-1 Preferred Stock are at the annual rate of 9% ($.18 per
share)  payable  quarterly  in  shares of 1999-1 Preferred Stock. No dividends
other  than those payable solely in common stock shall be paid with respect to
the  common  stock  unless  all accumulated and unpaid dividends on the 1999-1
Preferred  Stock  shall  have  been  declared  and  paid  in  full.

     REGISTRATION  RIGHTS.  The  Company  entered  into  a Registration Rights
Agreement  with  each  of NAFCO, Advantage and PSB (the "RRA Holders") whereby
each  has  the  right  under certain circumstances to require that the Company
register  the  shares of Class A Common Stock ("Registrable Securities") owned
by it for public resale (a "demand" registration). In addition, if the Company
determines  to  proceed  with  the  preparation  and  filing of a registration
statement that would permit the inclusion of the Registrable Securities, it is
obligated  to give written notice thereof to each RRA Holder which has 30 days
thereafter  in  which  to determine whether it wants all or any portion of its
Registrable  Securities  to  be  included  in  that  registration statement (a
"piggyback"  registration).  Also, the Company has agreed to file a short form
registration statement on Form S-3 upon demand by an RRA Holder so long as the
reasonably  anticipated  aggregate price to the public would exceed $1,000,000
and  the  Company  is  entitled  to  use that short form registration. The RRA
Holders are entitled to an unlimited number of such registrations. The Company
is  obligated to pay all expenses incurred in connection with the first demand
registration  and  each  piggyback  and  Form  S-3  registration  excluding
underwriters'  discounts  and commissions. Each RRA Holder is obligated to pay
all  expenses  incurred  in  connection  with  its second demand registration.

     The  Company  also  agreed  to make and keep public information available
within the meaning of Rule 144 under the Securities Act of 1933 and to use its
best  efforts  to  timely file all reports required to be filed by it with the
Securities  and  Exchange  Commission.  The  purpose  of these covenants is to
enable  the RRA Holders to sell shares of Class A Common Stock under Rule 144.
After  a one-year holding period has been satisfied, that rule allows sales by
any  single  holder of the Company's common stock of up to 1% of the Company's
issued  and  outstanding  Class  A  Common  Stock  during  any  90-day period.

     In  connection  with  any registration of the Registrable Securities, the
Company  and the selling RRA Holder have agreed to indemnify the other and the
other's affiliates for certain claims, costs and expenses with respect to such
registration. The registration rights may be transferred by each RRA Holder to
any  person who acquires all its Registrable Securities or to any affiliate of
an  RRA  Holder.

AUTO  DEALERSHIP  LEASE
     Effective  March  24,  1994,  the Company entered into a triple net lease
(the  "Lease")  with  GSC Ltd. Liability Company, a Colorado limited liability
company  ("GSC"),  pursuant to which the Company agreed to lease from GSC real
property  at  890-894  S.  Havana,  Aurora,  Colorado, including two buildings
located thereon with total square footage of approximately 13,375 square feet,
to  be  used  by  the  Company as an automobile dealership lot. The Lease will
expire on March 23, 2001, unless sooner terminated or extended pursuant to the
terms  of  the  Lease.  In  September  1995,  the Company amended the lease to
include additional property (vacant land) resulting in an increase in the base
rent  payable under the Lease from $12,750 per month to $13,738 per month. The
monthly  rent  increases  to  $14,238  for  year three; $15,238 for year four;
$16,238  for  year five; and $16,738 for years six and seven. Messrs. Sandler,
Caukin and Ginsburg, each a present or former director or executive officer of
the  Company,  are members of GSC. The Lease was approved by the disinterested
members  of the Board of Directors. In the opinion of management, the terms of
the  Lease  are  no  less  favorable  to  the Company than the terms which the
Company  could  have received from nonaffiliated third parties. Effective June
1,  1996, the Company entered into a sublease agreement on the property at 890
S.  Havana,  Aurora,  Colorado,  for  the  entire  lease  term  at  an  amount
approximately  equal to the Company's obligation. Effective December 11, 1998,
all  lease  and sublease agreements were terminated upon sale of the property.

SHAREHOLDER  AGREEMENTS
     A Buy-Sell Agreement dated May 14, 1993, by and among the Company, Morris
Ginsburg  and Sandler Family Partners, Ltd. (the "Partnership"), provides that
(i)  the  Company  has  the obligation to purchase the shares of the Company's
common  stock  owned  by Mr. Ginsburg or the Partnership upon the death of Mr.
Ginsburg  or  Irwin  L.  Sandler,  General  Partner  of  the  Partnership,
respectively,  to  the  extent of proceeds from insurance policies acquired by
the Company on their lives; (ii) the Company shall maintain insurance policies
in  the amount of $2,000,000 each on the lives of Messrs. Ginsburg and Sandler
for  the purpose of acquiring shares pursuant to the Buy-Sell Agreement; (iii)
the purchase price for any shares purchased shall be the greater of book value
or  80%  of  the  average  of the daily closing prices of the stock for the 30
consecutive trading days commencing 45 trading days prior to the date of death
of  the  insured;  (iv) each of Mr. Ginsburg and the Partnership grant a first
right  to  the Company to acquire any shares which he or it may desire to sell
other than through Rule 144 under the Securities Act of 1933. In the event the
Company does not purchase any or all of the shares pursuant to such right, the
other  shareholder  has  the  option  to  acquire such shares; and (v) Messrs.
Ginsburg  and  Sandler  appoint  each  other, upon the incapacity of either of
them,  as his true and lawful attorney-in-fact and agent to vote the shares of
common  stock  of  the  Company  beneficially owned by him and to exercise all
rights with respect thereto. The parties to the Buy-Sell Agreement have agreed
that  the  purchase  rights  and  obligations under the Option Agreement shall
supersede  the purchase and right of first refusal provisions contained in the
Buy-Sell  Agreement  during the term of the Option Agreement described herein.
     In  an Agreement Among Certain Shareholders of Monaco Finance, Inc. dated
April  9,  1992,  Milton Karsh appointed Morris Ginsburg and Irwin L. Sandler,
both  of  whom  are  officers  and  directors of the Company, as his proxy and
attorney-in-fact  to each vote 50% of the Company's Class B Common Stock owned
by  him.  See  "Item  11.  Security Ownership of Certain Beneficial Owners and
Management."  Such  rights have been transferred to Pacific USA subject to any
fiduciary  duties  owed  to  third  parties.


<PAGE>
SIGNATURES
     Pursuant  to  the  requirements  of Section 13 or 15(d) 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.

               MONACO  FINANCE,  INC.
               (Registrant)

     April  30,  1999          By          /s/  Morris  Ginsburg
                                           ---------------------
                                           Morris  Ginsburg,  President



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons on behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.

April  30,  1999          /s/  Morris  Ginsburg
                          ---------------------
                          Morris  Ginsburg,  President,
                          Principal  Executive,  Financial  and
                          Accounting  Officer  and  Director

April  30,  1999          /s/  Irwin  L.  Sandler
                          -----------------------
                          Irwin  L.  Sandler
                          Executive  Vice  President,
                          Secretary/Treasurer  and  Director


April  __,  1999          /s/
                          ------------------------
                          Bill  C.  Bradley
                          Director


April  29,  1999          /s/  Bobby  L.  Hashaway
                          ------------------------
                          Bobby  L.  Hashaway
                          Director

April  __,  1999          /s/
                          ------------------------
                          Joseph  A.  Cutrona
                          Director

April  30,  1999          /s/  William  P.  Clark,  Jr
                          ----------------------------
                          William  P.  Clark,  Jr
                          Director

April  29,  1999          /s/  Leonard  M.  Snyder
                          ------------------------
                          Leonard  M.  Snyder
                          Director