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,  1997

                                      OR

___     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 of          (IRS
incorporation or organization)          Employer
                                   Identification No.)

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

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


<PAGE>

        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.   $12,638,907.

     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 February 27, 1998:    Approximately $4,716,540.

     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, 1998, there
were  8,014,631  shares  of Class A Common Stock, $.01 par value and 1,273,715
shares  of  Class  B  Common  Stock,  $.01  par  value,  outstanding.

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

                      DOCUMENTS INCORPORATED BY REFERENCE

     None.

Total  number  of  pages:    21



<PAGE>
PART  III

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

<CAPTION>

     The  executive  officers  and  directors  of  the  Company  are  as  follows:


<S>                                                       <C>  <C>
Name . . . . . . . . . . . . . . . . . . . . . . . . . .  Age  Position
--------------------------------------------------------  ---  -------------------------------------------------
Morris Ginsburg. . . . . . . . . . . . . . . . . . . . .   67  Chairman of the Board, President, Chief Executive
     Officer, Principal Financial and Accounting Officer
     and Director
Irwin L. Sandler . . . . . . . . . . . . . . . . . . . .   52  Executive Vice President, Secretary/Treasurer
     and Director
Bill C. Bradley. . . . . . . . . . . . . . . . . . . . .   66  Director
John R. Sloan. . . . . . . . . . . . . . . . . . . . . .   50  Director
Bobby L. Hashaway. . . . . . . . . . . . . . . . . . . .   43  Director
Robert D. Womack . . . . . . . . . . . . . . . . . . . .   55  Director
William P. Clark, Jr.. . . . . . . . . . . . . . . . . .   62  Director
Leonard M. Snyder. . . . . . . . . . . . . . . . . . . .   50  Director
Vann R. Martin . . . . . . . . . . . . . . . . . . . . .   43  Senior Vice President
Mark Gengozian . . . . . . . . . . . . . . . . . . . . .   46  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 - Pacific USA Transactions -
Change  in  Voting  Control"),  (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  eight members, four of which have been appointed by CFH (Messrs.
Bradley, Sloan, Hashaway and Womack). 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, President and Chief Executive Officer 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.

     John  R. Sloan - Mr. Sloan has been a Director of the Company since April
1998.  He  joined  Pacific  USA  Holdings  Corp.  in October 1997 as its chief
operating  officer  From 1993 to 1997, Mr. Sloan served as president and chief
executive  officer  of  J.  Sloan  & Co., a venture capital firm he founded to
invest  in developmental stage companies. From 1989 to January 1995, Mr. Sloan
was  a  director  of  Lamonts  Apparel,  Inc., a public company engaged in the
retail  clothing 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. He served as president and chief executive officer
of  The  Thompson Company from 1978 to 1992. The Thompson Company is a private
investment  company  engaged  in  leveraged  buyouts,  real estate and venture
capital  investments.  Mr.  Sloan  is  a  certified  public  accountant.

     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.

     Robert  D.  Womack  - Mr. Womack has been a Director of the Company since
April  1998.  Since  1996,  he has been the executive vice president and chief
financial officer of Pacific Consumer Funding, LLC ("PCF"), a company owned by
Pacific  Southwest  Bank  and  Stone  Pine  Pacific,  LLC,  and engaged in the
business  of  acquisitions,  strategic investments and financing for companies
providing  credit  in  the  sub-prime  finance markets. From 1990 to 1995, Mr.
Womack  held  several  executive  positions with American General Corporation,
Houston,  Texas,  a  diversified financial services company. From 1971 to 1978
and  again from 1987 to 1990, he was associated with KPMG Peat Marwick LLP, in
areas  including  tax  consulting  for  mergers, acquisitions and cross-border
transactions.  Mr.  Womack  is  a  certified  public  accountant.

     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. Mr. Snyder
received a master's degree in business administration in 1973 and a bachelor's
degree  in  marketing  in  1969  from  the  University  of  Arizona.

     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
1984,  Mr.  Martin served in various financial and credit management positions
with  Capital  Bank  of  Louisiana  and  Ford  Motor  Credit  Company.

     Mark  Gengozian  -  Mr.  Gengozian  has  been Vice President, Information
Systems  Director  of  the  Company  since  August  1995.  His  previous  work
experience  as  vice  president, MIS Director and consultant include directing
major  systems  conversions with Capital Associates International, Inc. (April
1990 to August 1995), US WEST Financial Services (January 1989 to April 1990),
Citicorp,  N.A.  (July  1987  to January 1989), Security Pacific Leasing (July
1987 to January 1989) and Great Western Financial (July 1987 to January 1989).
Mr.  Gengozian's  twenty-two years of experience encompass software, hardware,
communications  and  network  expertise  on  most  computer  systems.

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, 1997, the Board of Directors
held  two  meetings  and  took  action  by  unanimous written consent on eight
occasions.  Significant  matters were informally discussed among the directors
before  the  consents were signed. During 1997, 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 and an
Audit  Committee  but  does  not  currently  have  standing  nominating  or
compensation  committees.  The  Company's executive committee, which has broad
powers  to  act  on  behalf  of  the Company, consists of Messrs. Ginsburg and
Sandler.  The  executive  committee  meets  informally  on  a  regular  basis.

     The current members of the Stock Option Committee and the Audit 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 1997. However, it took
action by unanimous written consent on two occasions in 1997. 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 recently established and has held no
meetings.  Previously,  the full Board of Directors performed the functions of
an  audit  committee.

ITEM  10.          EXECUTIVE  COMPENSATION.

     The  following  table  sets  forth  certain  information  concerning cash
compensation  paid  to  the  Company's  Chief  Executive Officer and any other
executive  officer  whose  total annual compensation exceeded $100,000 for the
fiscal  year  ended  December  31,  1997.
<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>
Morris Ginsburg. . . . . . .          1997  $   208,086  $ 6,317  $       8,104   112,500(1)
President and. . . . . . . .          1996  $   200,000  $37,891  $       8,750    50,000(1)
Chief Executive Officer. . .          1995  $   200,000  $37,891  $       6,790         0   

Irwin L. Sandler . . . . . .          1997  $   160,330  $ 4,737  $      10,134   112,500(1)
Executive Vice President,. .          1996  $   150,000  $27,410  $      10,632    50,000(1)
Secretary and Treasurer. . .          1995  $   150,000  $28,418  $       9,373         0   

Michael Feinstein(2) . . . .          1997  $   100,000  $ 2,499  $       5,711    50,000(1)
Senior Vice President. . . .          1996  $   100,000  $14,993  $       7,579    10,000(1)
Chief Financial Officer. . .          1995  $    48,333  $     0  $           0         0   

Mark Gengozian . . . . . . .          1997  $   105,500  $ 1,222  $       2,000    80,000(1)
Vice President . . . . . . .          1996  $    96,875  $ 9,045  $           0    15,000(1)
                                      1995  $    36,939  $     0  $           0         0   
_____________________
<FN>

     (1)          Options  to  purchase  Class  A  Common  Stock  of  the  Company.
     (2)          Mr.  Feinstein  is no longer employed by the Company effective April 1998.
</TABLE>



<PAGE>
     The  Company  granted  the following stock options to its named executive
officers  during  the  fiscal  year  ended  December  31,  1997:
<TABLE>

<CAPTION>

                                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                              (INDIVIDUAL GRANTS)


<S>                                                   <C>            <C>            <C>        <C>
                                                                     Percent of
                                                      Number of      Total
                                                      Securities     Options/SARs
                                                      Underlying     Granted to
                                                      Options/SARs   Employees in   Exercise   Expiration
Name . . . . . . . . . . . . . . . . . . . . . . . .  Granted (#)    Fiscal Year    Price      Date
----------------------------------------------------  -------------  -------------  ---------  ---------------
Morris Ginsburg, . . . . . . . . . . . . . . . . . .        112,500            16%  $   0.531  August 25, 2007
President and Chief Executive Officer
Irwin L. Sandler,. . . . . . . . . . . . . . . . . .        112,500            16%  $   0.531  August 25, 2007
Executive Vice President, Secretary and Treasurer
Michael Feinstein, . . . . . . . . . . . . . . . . .         50,000             7%  $   0.531  August 25, 2007
Senior Vice President and Chief Financial Officer(1)
Mark Gengozian,. . . . . . . . . . . . . . . . . . .         80,000            12%  $   0.531  August 25, 2007
Vice President
_____________________
<FN>

     (1)          Mr.  Feinstein  is  no  longer  employed  by  the  Company  effective  April  1998.
</TABLE>



     The  following  table sets forth the individual stock option exercises by
the  named executive officers in and during the fiscal year ended December 31,
1997,  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


                                                                           Number of                 Value of Unexercised
                                                                      Unexercised Options            In-The-Money Options
                                                                          at FY-End (#)                  at FY-End ($)
                                                                      --------------------        ----------------------------
 <S>                     <C>                   <C>                     <C>          <C>            <C>           <C>
                        Shares
                        Acquired on           Value
Name . . . . . . . . .  Exercise (#)          Realized ($)            Exercisable  Unexercisable  Exercisable   Unexercisable
----------------------  --------------------  ----------------------  -----------  -------------  ------------  --------------
Morris Ginsburg. . . .                     0  $                    0      281,250         56,250  $     12,319  $       12,319
Irwin L. Sandler . . .                     0  $                    0      281,250         56,250  $     12,319  $       12,319
Mark Gengozian . . . .                   100  $                  113       54,900         40,000  $      8,738  $        8,760
Michael Feinstein(1) .                     0  $                    0       26,667         33,333  $      3,650  $        7,300
_____________________
<FN>


     (1)          Mr.  Feinstein  is  no  longer  employed  by  the  Company  effective  April  1998.
</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. The Company
intends  to compensate outside directors for attendance at board and committee
meetings in the form of cash and/or stock options, awards, appreciation rights
or  other equity incentives or compensation. As of the date hereof, the amount
or  method  of  determining  any  such  compensation has not been established.

     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
5,000  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 16, 1998, 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. Except as noted below,
each  person  has  sole voting and investment power over the shares indicated:


<TABLE>

<CAPTION>



                                                      AMOUNT AND NATURE OF                 % OF COMMON STOCK
NAME AND ADDRESS                                     BENEFICIAL OWNERSHIP(1)                    OWNERSHIP        % OF VOTING POWER
OF BENEFICIAL OWNER                             CLASS A               CLASS B           COMBINED(2)      CLASS B      COMBINED(3)
----------------------------------------  ---------------------  ------------------  ------------------  --------    -------------
<S>                                       <C>                    <C>                 <C>                 <C>         <C>
Morris Ginsburg. . . . . . . . . . . . .             283,950(4)          580,000(5)                9.0%     45.5%             *(6)
  370 17th Street
  Denver, CO  80202
Irwin L. Sandler . . . . . . . . . . . .             283,320(7)          250,000(5)                5.6%     19.6%             *(6)
  370 17th Street
  Denver, CO  80202
Bill C. Bradley. . . . . . . . . . . . .           3,527,881(8)        1,273,715(8)               45.7%    100.0%            51.8%
  5999 Summerside Dr., Suite 112
  Dallas, TX 75252
John R. Sloan. . . . . . . . . . . . . .                     --                  --                  --        --               --
  5999 Summerside Dr., Suite 112
  Dallas, TX 75252
Bobby L. Hashaway. . . . . . . . . . . .           2,027,881(9)                 --                19.3%        -              6.9%
  18524 Bay Pines Lane
  Dallas, TX 75287
Robert D. Womack . . . . . . . . . . . .                     --                  --                  --        --               --
  17103 Preston Road, Suite 100
  Dallas, TX 75248
William P. Clark, Jr.. . . . . . . . . .          2,027,881(10)                 --                19.3%        -              6.9%
  P.O. Box 208
  Lockhart, TX 78644
Leonard M. Snyder. . . . . . . . . . . .                     --                  --                  --        --               --
  6260 N. Desert Moon Loop
  Tucson, AZ  85750
Vann R. Martin . . . . . . . . . . . . .                 10,000                  --                   *        --                *
  370 17th Street
  Denver, CO 80202
Mark Gengozian . . . . . . . . . . . . .              55,000(11)                 --                   *        --                *
  370 17th Street
  Denver, CO  80202
Michael Feinstein. . . . . . . . . . . .              26,667(12)                 --                   *        --                *
  370 17th Street
  Denver, CO  80202
Pacific USA Holdings Corp. . . . . . . .           3,527,881(13)       1,273,715(13)               45.7%    100.0%           51.8%
Pacific Electric Wire & Cable Co., Ltd.
Consumer Finance Holdings, Inc.
  5999 Summerside Drive, #106
  Dallas, TX  75252
Black Diamond Advisors, Inc. . . . . . .           1,716,667(14)                 --                15.6%       --               --
  230 Park Avenue
  New York, NY 10169
Heller Financial, Inc. . . . . . . . . .             392,717(15)                 --                 4.1%       --               --
  500 West Monroe Street
  Chicago, IL 60661
Bud Karsh. . . . . . . . . . . . . . . .                     --           443,715(5)               --(5)  34.9%(6)           --(5)
  10000 E. Yale #60
  Denver, CO 80231
All executive officers and directors . .              4,160,151           1,273,715                48.8%    100.0%           51.8%
 as a group (10 persons)


<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 50,000 shares of Class A Common Stock at $2.125 per share, exercisable at any time until
January 3, 2002; options to purchase 125,000 shares of Class A Common Stock at $3.00 per share, exercisable at any time prior to
June  30,  2002;  options to purchase 50,000 shares of Class A Common Stock at $1.875 per share exercisable at any time prior to
July  29,  2006; and options to purchase 56,250 shares of Class A Common Stock at $0.531 per share exercisable at any time prior
to  August  25, 2007. Excludes 7,500 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 580,000,
250,000 and 443,715 shares, respectively, of Class B Common Stock. Messrs. Ginsburg and Sandler have granted an option to 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 50,000 shares of Class A Common Stock at $2.125 per share, exercisable at any time until
January 3, 2002; options to purchase 125,000 shares of Class A Common Stock at $3.00 per share, exercisable at any time prior to
June  30,  2002; options to purchase 50,000 shares of Class A Common Stock at $1.875 per share, exercisable at any time prior to
July  29,  2006; and options to purchase 56,250 shares of Class A Common Stock at $0.531 per share exercisable at any time prior
to  August 25, 2007. Of the remaining shares listed for Irwin L. Sandler, 2,070 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)          As a director of Pacific USA, Mr. Bradley may be deemed to share voting and/or investment power with respect to the
following  shares: 1,500,000 shares of Class A Common Stock owned of record by CFH; 811,152 shares of Class A Common Stock owned
of  record  by First CF Corp.; and 1,216,729 shares of Class A Common Stock issuable upon full conversion of the Preferred Stock
owned  by First CF Corp. In addition, Mr. Bradley may be deemed to be the beneficial owner of 1,273,715 shares of Class B Common
Stock  as  to  which  CFH  has sole voting power. CFH also owns an option to purchase the 830,000 shares of Class B Common Stock
owned  by  Messrs.  Ginsburg  and  Sandler  exercisable  until  December  4,  2000.

(9)      As a director of First CF Corp., Mr. Hashaway may be deemed to share voting and/or investment power over 811,152 shares
of  Class A Common Stock and 1,216,729 shares of Class A Common Stock issuable upon full conversion of the Preferred Stock owned
by  that  company.

(10)       As a director of Pacific Southwest Bank, Mr. Clark may be deemed to share voting and/or investment power over 811,152
shares of Class A Common Stock and 1,216,729 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.

(11)     Includes options to purchase 15,000 shares of Class A Common Stock at $1.875 per share any time prior to July 29, 2006;
and  options  to  purchase 39,900 shares of Class A Common Stock at $0.531 per share exercisable at any time prior to August 25,
2007.

(12)         Includes options to purchase 10,000 shares of Class A Common Stock at $1.875 per share exercisable for three months
following  his  termination  date; and options to purchase 16,667 shares of Class A Common Stock at $0.531 per share exercisable
for  three  months  following  his  termination  date.  Mr. Feinstein is no longer employed by the Company effective April 1998.

(13)          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. and CFH with the Securities and Exchange
Commission  with  respect  to  an  Option  Agreement. See "Item 12. Certain Relationships and Related Transactions - Pacific USA
Transactions  -  Change  in Voting Control." Pacific USA is a wholly-owned subsidiary of Pacific Electric Wire & Cable Co., Ltd.
("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.

(14)       The information contained in the table and in this footnote is derived from a Schedule 13D dated June 28, 1996, filed
by  Black  Diamond Advisors, Inc. ("BDA") and others with the Securities and Exchange Commission with respect to the issuance by
the  Company  on  January  9,  1996,  of  $5  million  in principal amount of 12% Convertible Subordinated Senior Notes due 2001
("Convertible  Notes"),  convertible  at any time into approximately 1,250,000 shares of the Company's Class A Common Stock at a
conversion  price  of  $4.00  per  share.  Concurrently, the Company agreed to issue up to an additional $5 million in principal
amount  of Convertible Notes (the "Additional Notes") at a conversion price of $3.00 per share. If the Additional Notes had been
issued on December 31, 1996, the Additional Notes would have been convertible into 1,666,667 shares of Class A Common Stock (the
"Additional  Shares").  In  the  Schedule  13D, BDA claims that it is the beneficial owner of the Additional Shares. The Company
expresses  no  opinion  with  respect  to this position. In addition, certain of the purchasers of the Notes have entered into a
profit-sharing  agreement  with BDA. Also, BDA has the right to purchase the Notes (and in one case the shares of Class A Common
Stock  issuable  upon  conversion  of  the  Notes)  under  certain  circumstances  not  presently  applicable.

     Includes  50,000  shares  of  Class A Common Stock issuable upon conversion of Convertible Notes owned of record by BDA and
1,666,667  Additional Shares assuming all of the Additional Notes are issued and the conversion price of the Additional Notes is
$3.00  per  share.  Stephen  H. Deckoff and James E. Walker III each is an officer, director and 50% shareholder of BDA. Each of
Messrs.  Deckoff  and  Walker  disclaims  beneficial  ownership of the shares of Class A Common Stock beneficially owned by BDA.

     212,500 shares of Class A Common Stock are issuable upon conversion of Convertible Notes owned of record by BDC Partners I,
L.P.  ("BDC Partners I"). Messrs. Deckoff and Walker and James J. Zenni are the only members of Black Diamond Capital Management
LL.C.  ("BDCM"), the sole general partner of BDC Partners I. Accordingly, BDCM and each of Messrs. Deckoff, Walker and Zenni may
be  deemed  to be the beneficial owner of all shares of Class A Common Stock beneficially owned by BDC Partners I. Also, Messrs.
Deckoff,  Walker  and  Zenni  beneficially  own  an additional 62,500, 62,500 and 50,000 shares, respectively, of Class A Common
Stock.

(15)        Heller Financial, Inc. is the owner of Convertible Notes convertible into 750,000 shares of Class A Common Stock, or
approximately  8.1%  of  the Company's outstanding common stock. However, pursuant to the terms of the Indenture, if a holder of
Notes  is  subject  to  federal  banking  regulations with respect to the ownership of common stock, then the Notes held by such
holder  are  only  convertible  to  such  extent  as would permit such holder to own at any one time no more common stock of the
Company  than  would  constitute  4.9%  of  the  outstanding capital stock of the Company. Such restrictions do not apply to any
transferee  of  the  holder  if  such  transferee is not subject to such federal banking regulations and such transfer would not
otherwise  cause such holder to be otherwise in violation of federal banking regulations. Heller Financial, Inc. has advised the
Company  that  it  is subject to such federal banking regulations and, accordingly, may be deemed to beneficially own only up to
4.9%  of  the  Company's  Class  A  Common  Stock.
</TABLE>



ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

PACIFIC  USA  TRANSACTIONS

     CONVERSION  OF LOAN. On November 1, 1996, Pacific USA made a secured loan
of  $3,000,000  to  the  Company which was scheduled to mature on November 16,
1998.  On  April  25,  1997,  CFH  and  the  holder of the note evidencing the
$3,000,000  loan  converted  the  principal balance of the loan into 1,500,000
shares  of  Class  A  Common  Stock valued at $2.00 per share. The closing bid
price  of the Class A Common Stock on the Nasdaq Stock Market on that date was
$2.00  per  share.  CFH is a holding company engaged in consumer finance. As a
result of the conversion, Pacific USA, Pacific Electric Wire & Cable Co., Ltd.
("Pacific  Electric"),  and  CFH  acquired  beneficial  ownership of 1,500,000
shares  of  Class  A  Common  Stock. Pacific USA is a 100% owned subsidiary of
Pacific  Electric.  Concurrently,  Pacific USA granted a proxy to vote 750,000
shares of Class A Common Stock to Morris Ginsburg, and a proxy to vote 750,000
shares  of  Class  A  Common  Stock  to  Irwin  Sandler.

     CHANGE  IN  VOTING  CONTROL. As of April 16, 1998, Pacific USA had direct
and  indirect  voting power over approximately 28.8% of the outstanding shares
of  Class  A Common Stock and 100% of the outstanding shares of Class B Common
Stock,  or  approximately  51.8%  of  the  total  combined voting power of the
outstanding shares of Common Stock. In addition, as of April 16, 1998, Pacific
USA  had  direct and indirect voting power over 100% of the outstanding shares
of  Preferred  Stock.

     On  or  about  December  4,  1997  (the "Effective Date"), CFH 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 830,000 shares of
Class  B  Common  Stock  owned  by the Shareholders (the "Option Shares") at a
purchase  price  of  $4.00  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 $4.00 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  $4.00  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. In
April  1998, the number of members of the Board of Directors was expanded from
four  to  eight, two of the then directors resigned and the current members of
the board were appointed. 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."

     Prior and subsequent to the Effective Date, management of the Company and
representatives  of  Pacific  USA  and  its  affiliates  engaged  in  extended
negotiations  and  investigations which resulted in the execution of the Asset
Purchase  Agreement  on  or  about  January  8,  1998. 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  8%  Cumulative  Convertible  Preferred  Stock,  Series  1998-1 (the
"Preferred  Stock")  valued  at  $2.00  per  share  and  811,152 shares of the
Company's Class A Common Stock, also valued at $2.00 per share, were issued to
affiliates of Pacific USA. Each share of Preferred Stock is convertible at any
time  into  one-half  share  of Class A Common Stock, or an aggregate of up to
1,216,729  shares  of  Class  A  Common Stock. Thus, the effective cost of the
Class  A  Common Stock issuable upon conversion of the Preferred Stock will be
$4.00  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.

     Pacific  USA  is  the beneficial owner of 2,311,152 outstanding shares of
Class  A Common Stock. As a result of the Option Agreement, it was granted the
power  to  vote  the  830,000  shares  of  Class  B  Common Stock owned by the
Shareholders  and  a  limited  power to direct the voting of shares subject to
proxies  held  by  the Shareholders. As of April 16, 1998, 8,014,631 shares of
Class A Common Stock were issued and outstanding and 1,273,715 shares of Class
B  Common  Stock were issued and outstanding. The Class A Common Stock has one
vote  per  share  while  the  Class  B Common Stock has three votes per share.
Accordingly,  Pacific  USA  controls approximately 51.8% of the combined total
voting  power of the Class A and Class B Common Stock. 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 Pacific USA also is the beneficial owner of all of
the  outstanding  shares  of  Preferred  Stock.

     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  250,000  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 "Preferred Stock") valued at
$2.00  per share. So long as not less than 1,500,000 shares of Preferred Stock
are  issued  and  outstanding,  the  holders  of  the  Preferred Stock, voting
separately as a class, are entitled to elect one member of the Company's Board
of  Directors.  Holders of the 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 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 Preferred Stock per year, payable quarterly
in  shares  of  the Company's Preferred Stock valued at $2.00 per share (or in
cash  if no preferred shares are available for that purpose). Dividends on the
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 Preferred Stock
shall  have  been  declared  and  paid.

     The  Preferred Stock may be converted in whole or in part at any time and
from time to time into shares of Class A Common Stock at the rate of one share
of  Class  A  Common Stock for each two shares of Preferred Stock so converted
(the  "Conversion Ratio") In the event the closing price of the Class A Common
Stock on the Nasdaq Stock Market shall equal or exceed $6.00 per share on each
trading  day  during  any  period  of 60 consecutive calendar days, all of the
Preferred Stock shall be automatically converted into shares of Class A Common
Stock  at  the Conversion Ratio. The Conversion Ratio shall be proportionately
adjusted as appropriate to reflect the effect of stock splits or combinations.

     Upon  liquidation,  dissolution or winding up of the Company, the holders
of  the  Preferred  Stock  then  issued  and  outstanding shall be entitled to
receive  an  amount  equal  to  $2.00  per  share  of 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.

     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.

     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 therefor, the Company paid
PSB an amount equal to 2% of the principal amount of the acquired loans in the
form  of  811,152 shares of the Company's Class A Common Stock valued at $2.00
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.

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.

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
under  "Pacific  USA  Transactions  -  Change  in  Voting  Control."

     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. See "Pacific USA Transactions - Change
in  Voting  Control."

<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  28,  1998          /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  28,  1998          /s/  Morris  Ginsburg
                          ---------------------
                          Morris  Ginsburg,  President,
                          Chief  Executive  Officer,  Principal
                          Financial  and  Accounting  Officer
                          and  Director

April  27,  1998          /s/  Irwin  L.  Sandler
                          -----------------------
                          Irwin  L.  Sandler
                          Executive  Vice  President,
                          Secretary/Treasurer  and
                           Director

April  22,  1998          /s/  Bill  C.  Bradley
                          ----------------------
                          Bill  C.  Bradley
                          Director

April  27,  1998          /s/  John  R.  Sloan
                          --------------------
                          John  R.  Sloan
                          Director

April  28,  1998          /s/  Bobby  L.  Hashaway
                          ------------------------
                          Bobby  L.  Hashaway
                          Director


April  23,  1998          /s/  Robert  D.  Womack
                          -----------------------
                          Robert  D.  Womack
                          Director

April  23,  1998          /s/  William  P.  Clark,  Jr.
                          -----------------------------
                          William  P.  Clark,  Jr.
                          Director

April  22,  1998          /s/  Leonard  M.  Snyder
                          ------------------------
                          Leonard  M.  Snyder
                          Director