<PAGE>
                        THIS REPORT HAS BEEN FILED WITH
                    THE SECURITIES AND EXCHANGE COMMISSION
                                  VIA EDGAR
-------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.   20549
-------------------------------------------------------------------------------
                                   FORM 10-Q

[  X  ]          QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                      OR
[     ]          TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        FOR THE QUARTERLY PERIOD ENDED

                                MARCH 31, 1997

                       Commission File Number 000-20841

               U G L Y   D U C K L I N G   C O R P O R A T I O N

            (Exact name of registrant as specified in its charter)

               Delaware                                        86-0721358
     (State or other jurisdiction of                      (I.R.S. employer
    incorporation or organization)                     identification no.)

                            2525 E. Camelback Road,
                                  Suite 1150
                           Phoenix, Arizona    85016

             (Address of principal executive offices)  (Zip Code)

      Registrant's telephone number, including area code: (602) 852-6600

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

                         Yes    X                  No
                              -----                    -----
INDICATE  THE  NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON  STOCK,  AS  OF  THE  LATEST  PRACTICABLE  DATE:

At  May  13,  1996,  there  were 18,441,564 shares of Common Stock, $0.001 par
value,  outstanding.

This  document serves both as a resource for analysts, shareholders, and other
interested  persons, and as the quarterly report on Form 10-Q of Ugly Duckling
Corporation  (Company)  to  the  Securities and Exchange Commission, which has
taken  no action to approve or disapprove the report or pass upon its accuracy
or  adequacy.    Additionally, this document is to be read in conjunction with
the  consolidated  financial  statements  and  notes  thereto  included in the
Company's  Annual Report on Form 10-K, as amended, for the year ended December
31,  1996.
<PAGE>




                           UGLY DUCKLING CORPORATION

                                   FORM 10-Q

                               TABLE OF CONTENTS

                        Part I.  - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

<S>                                                                      <C>

                                                                         Page
Item 1.     FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets - March 31, 1997 and December 31,
 1996                                                                       3
Condensed Consolidated  Statements of Operations - Three Months Ended
 March 31, 1997 and March 31, 1996                                          4
Condensed Consolidated Statements of Cash Flows - Three  Months Ended
 March 31, 1997 and March 31, 1996                                          5
Notes to Condensed Consolidated Financial Statements                        6

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION  AND RESULTS OF OPERATIONS                                       8



Part II. -  OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . .    21

Item 2.    CHANGES IN SECURITIES                                           21

Item 3.    DEFAULTS UPON SENIOR SECURITIES                                 21

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS             21

Item 5.    OTHER INFORMATION                                               21

Item 6.    EXHIBITS AND REPORTS ON FORM 8-K                                21


SIGNATURES                                                               S-1


Exhibit 11                                                               i
Exhibit 27                                                               ii
Exhibit 99                                                               iii
</TABLE>




<PAGE>
                  UGLY DUCKLING CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE><CAPTION>
                                            MARCH 31, DECEMBER 31,
                                              1997      1996
                                           ---------  ---------
                                               (in thousands)
                           ASSETS
<S>                                        <C>        <C>
Cash and Cash Equivalents                  $ 73,237   $ 18,455 
Finance Receivables:
  Held for Investment                        39,790     52,188 
  Held for Sale                              30,000      7,000 
                                           ---------  ---------
        Principal Balances, Net              69,790     59,188 
  Less: Allowance for Credit Losses         (15,442)    (8,125) 
                                           ---------  ---------
        Finance Receivables, Net             54,348     51,063 
                                           ---------  ---------
Residuals in Finance Receivables Sold        16,823      9,889 
Investments Held in Trust                     6,339      3,479 
Inventory                                     9,270      5,752 
Property and Equipment, Net                  24,996     20,652 
Goodwill and Trademarks, Net                  8,590      2,150 
Other Assets                                 12,473      6,643 
                                           ---------  ---------
                                           $206,076   $118,083 
                                           =========  =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable                         $  1,858   $  2,132 
  Accrued Expenses and Other Liabilities      9,575      6,728 
  Notes Payable                               8,400     12,904 
  Subordinated Notes Payable                 12,000     14,000 
                                           ---------  ---------
     Total Liabilities                       31,833     35,764 
                                           ---------  ---------
Stockholders' Equity:
  Common Stock                              171,274     82,612 
  Retained Earnings (Accumulated Deficit)     2,969       (293) 
                                           ---------  ---------
     Total Stockholders' Equity             174,243     82,319 
                                           ---------  ---------

                                           $206,076   $118,083 
                                           =========  =========
</TABLE>








 See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements.

<PAGE>
<TABLE><CAPTION>
                    UGLY DUCKLING CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
          (In thousands, except earnings per common share - Unaudited)
                Three Months Ended March 31, 1997 and 1996
                                                               1997     1996
                                                              -------  -------
<S>                                                           <C>      <C>
Sales of Used Cars                                            $18,211  $15,081
Less:
  Cost of Used Cars Sold                                        9,164    8,348
  Provision for Credit Losses                                   3,981    2,606
                                                              -------  -------
                                                                5,066    4,127
                                                              -------  -------

Interest Income                                                 6,440    3,662
Gain on Sale of Finance Receivables                             4,579      539
                                                              -------  -------
                                                               11,019    4,201
                                                              -------  -------

Other Income                                                    1,504      114
                                                              -------  -------
Income before Operating Expenses                               17,589    8,442

Operating Expenses                                             11,406    5,726
                                                              -------  -------

Operating Income                                                6,183    2,716

Interest Expense                                                  769    1,651
                                                              -------  -------

Earnings before Income Taxes                                    5,414    1,065

Income Taxes                                                    2,152        -
                                                              -------  -------

Net Earnings                                                  $ 3,262  $ 1,065
                                                              =======  =======

Earnings per Share                                            $  0.20  $  0.13
                                                              =======  =======

Shares Used in Computation                                     16,579    5,892
                                                              =======  =======
</TABLE>








See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements.

<PAGE>
<TABLE><CAPTION>
                  UGLY DUCKLING CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                                                  1997       1996
                                                                ---------  ---------
                                                                  (in thousands)
<S>                                                             <C>        <C>
Cash Flows from Operating Activities:
  Net Earnings                                                  $  3,262   $  1,065 
     Adjustments to Reconcile Net Earnings to Net
       Cash Provided by Operating Activities:
     Provision for Credit Losses                                   3,981      2,606 
     Gain on Sale of Finance Receivables                          (4,579)      (539)
     Finance Receivables Held for Sale                           (47,876)         - 
     Proceeds from Sale of Finance Receivables                    49,400          - 
     Decrease in Deferred Income Taxes                               573          - 
     Depreciation and Amortization                                   603        332 
     Decrease (Increase) in Inventory                               (719)       124 
     Decrease (Increase) in Other Assets                          (4,294)        33 
     Increase in Accounts Payable, Accrued Expenses, and
       Other Liabilities                                           1,180      1,085 
     Increase in Income Taxes
       Receivable/Payable                                          1,564        417 
     Other, Net                                                        1         (1) 
                                                                ---------  ---------
          Net Cash Provided by Operating Activities                3,096      5,124 
                                                                ---------  ---------
Cash Flows from Investing Activities:
  Increase in Finance Receivables                                      -    (23,482)
  Collections of Finance Receivables                              11,341     10,079 
  Proceeds from Sale of Finance Receivables                            -      9,937 
  Increase in Investments Held in Trust                           (2,861)      (625)
  Purchase of Property and Equipment                              (4,150)      (533)
  Payment for Purchase of Assets of Seminole Finance Co.          (3,449)         - 
  Other, Net                                                      (1,384)        26 
                                                                ---------  ---------
          Net Cash Used in Investing Activities                     (503)    (4,598) 
                                                                ---------  ---------
Cash Flows from Financing Activities:
  Repayments of Notes Payable                                    (34,404)      (362)
  Net Issuance (Repayment) of Subordinated Notes
     Payable                                                      (2,000)      (553)
  Proceeds from Issuance of Common Stock                          88,662          - 
  Other, Net                                                         (69)      (366) 
                                                                ---------  ---------
          Net Cash Provided by (Used In) Financing Activities     52,189     (1,281) 
                                                                ---------  ---------
Net Increase (Decrease) in Cash and Cash Equivalents              54,782       (755)
Cash and Cash Equivalents at Beginning of Period                  18,455      1,419 
                                                                ---------  ---------
Cash and Cash Equivalents at End of Period                      $ 73,237   $    664 
                                                                =========  =========
Supplemental Statement of Cash Flows Information:
  Interest Paid                                                 $    843   $  1,661 
                                                                =========  =========
  Income Taxes Paid                                             $     15   $      - 
                                                                =========  =========
  Purchase of Property and Equipment with Capital Leases        $    211   $      - 
                                                                =========  =========
</TABLE>
See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements.
                           UGLY DUCKLING CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE  1.        BASIS  OF  PRESENTATION
                -----------------------

The accompanying unaudited condensed consolidated financial statements of Ugly
Duckling Corporation (Company) have been prepared in accordance with generally
accepted  accounting principles for interim financial information and pursuant
to  rules  and  regulations  of  the  Securities  and  Exchange  Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for a complete financial statement
presentation.    In  the  opinion  of  management,  such  unaudited  interim
information  reflect  all  adjustments,  consisting  only  of normal recurring
adjustments, necessary to present the Company's financial position and results
of  operations  for  the  periods  presented.    The results of operations for
interim  periods  are not necessarily indicative of the results to be expected
for  a  full  fiscal  year.    The  Condensed Consolidated Balance Sheet as of
December  31,  1996 was derived from audited consolidated financial statements
as  of  that  date  but  does  not  include  all the information and footnotes
required  by  generally  accepted accounting principles.  It is suggested that
these  condensed consolidated financial statements be read in conjunction with
the  Company's  audited  consolidated  financial  statements  included  in the
Company's  Annual Report on Form 10-K, as amended, for the year ended December
31,  1996.


NOTE  2.        SUMMARY  OF  PRINCIPAL  BALANCES,  NET
                --------------------------------------

Following  is  a  summary of Principal Balances, Net, as of March 31, 1997 and
December  31,  1996.

<TABLE><CAPTION>
                              March 31,     December 31,
                                 1997           1996
                            --------------  -------------
<S>                         <C>             <C>
                             (000 Omitted)  (000 Omitted)
  Principal Balances        $       68,757  $      58,281
  Add:  Accrued Interest               902            718
   Loan Origination Costs              131            189
                            --------------  -------------
  Principal Balances, Net   $       69,790  $      59,188
                            ==============  =============
</TABLE>


NOTE  3.        COMMON  STOCK  EQUIVALENTS
                --------------------------

Net Earnings per common share amounts are based on the weighted average number
of  common  shares  and  common  stock equivalents outstanding as reflected on
Exhibit  11  to  this  Quarterly  Report  on  Form  10-Q.




<PAGE>
NOTE  4.        RECLASSIFICATIONS
                -----------------

Certain reclassifications have been made to previously reported information to
conform  to  the  current  presentation.


NOTE  5.        SUBSEQUENT  EVENT
                -----------------

On  April  1, 1997, the Company purchased substantially all of the assets of a
company  engaged in the business of selling and financing used motor vehicles,
including  seven  dealerships  in  San  Antonio  and  a  contract portfolio of
approximately $24.3 million.  The purchase price for the acquisition was $26.3
million,  subject  to  adjustment.  The seven dealerships had sales in 1996 of
approximately  $22.5  million.    The  assets purchased have an unaudited book
value of $28.1 million, exclusive of allowances on approximately $26.2 million
of  contract  receivable  principal  balances.



                                    ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

     This  Quarterly  Report on Form 10-Q contains forward looking statements.
Additional  written  or  oral  forward  looking  statements may be made by the
Company  from  time  to  time  in  filings  with  the  Securities and Exchange
Commission  or  otherwise.    Such  forward  looking statements are within the
meaning of that term in Section 27A of the Securities Act of 1933, as amended,
and  Section  21E  of  the  Securities  Exchange Act of 1934 as amended.  Such
statements  may  include,  but  not  be  limited  to, projections of revenues,
income,  or loss, capital expenditures, plans for future operations, financing
needs  or plans, and plans relating to products or services of the Company, as
well as assumptions relating to the foregoing.  The words "believe," "expect,"
"anticipate,"  "estimate," "project," and similar expressions identify forward
looking  statements.    Forward  looking  statements are inherently subject to
risks  and  uncertainties,  some  of  which cannot be predicted or quantified.
Future  events and actual results could differ materially from those set forth
in, contemplated by, or underlying the forward looking statements.  Statements
in  this  Quarterly  Report, including the Notes to the Condensed Consolidated
Financial  Statements  and  "Management's Discussion and Analysis of Financial
Condition  and  Results  of  Operations," describe factors, among others, that
could  contribute  to or cause such differences.  Additional risk factors that
could  cause  actual results to differ materially from those expressed in such
forward  looking  statements  are  set  forth  in Exhibit 99 which is attached
hereto  and incorporated by reference into this Quarterly Report of Form 10-Q.

INTRODUCTION

     General.  The Company commenced its used car sales and finance operations
with  the  acquisition  of  two  Company Dealerships in 1992. During 1993, the
Company  acquired  three  additional Company Dealerships. In 1994, the Company
constructed  and  opened  four  new  Company  Dealerships  that  were  built
specifically to meet the Company's new standards of appearance, reconditioning
capabilities,  size, and location. During 1994, the Company closed one Company
Dealership  because the facility failed to satisfy these new standards and, at

<PAGE>
the end of 1995, closed its Gilbert, Arizona dealership.  In January 1997, the
Company  acquired  selected  assets  of  a  group  of companies engaged in the
business  of  selling  and  financing  used  motor  vehicles,  including  four
dealerships  located  in  the  Tampa  Bay/St.  Petersburg  market.

     In  1994,  the  Company  acquired  Champion  Financial Services, Inc., an
independent automobile finance company, primarily for its management expertise
and  contract  servicing  software  and systems. Champion had one office and a
portfolio  of  approximately  $1.9  million  in  sub-prime contracts averaging
approximately $2,000 in principal amount. For the balance of 1994, the Company
purchased  an  additional  $1.7  million  in  contracts.

In  April  1995, the Company initiated an aggressive plan to expand the number
of contracts purchased from its Third Party Dealer network. By March 31, 1997,
the  Company  had  42  branch offices in 13 states. This expansion enabled the
Company  to  leverage  its  existing  infrastructure and increase its contract
portfolio much more quickly than it could through the expansion of its Company
Dealerships.  The  Company  is  in  the process of further expanding its Third
Party  Dealer  operations  and  diversifying  its  earning  asset  base  by
implementing  the Cygnet Dealer Program pursuant to which the Company provides
Third Party Dealers with operating credit lines secured by the dealers' retail
installment  contract  portfolios.

In  1996  the  Company  completed  an  initial public offering and a secondary
offering  in  which  it  sold  common  stock for a total of $82.3 million.  In
February 1997, the Company completed a private placement of common stock for a
total  of  $88.7  million,  net  of  expenses.

     On January 15, 1997, the Company acquired substantially all of the assets
of Seminole Finance Corporation and related companies ("Seminole") in exchange
for  approximately  $2.5  million  in  cash and assumption of $29.9 million in
debt.    The  combination  of  the Company's audited consolidated statement of
operations  for  the  year  ended  December  31,  1996  and Seminole's audited
combined  statement  of  operations  for  the  same period (as if the Seminole
acquisition had taken place on January 1, 1996) results in a combined net loss
for  the  year  ended  December  31,  1996  of $(3.6) million. These pro forma
results  are not necessarily indicative of the future results of operations of
the  Company  or  the  results  that would have been obtained had the Seminole
acquisition  occurred  on  January 1, 1996. In addition, the pro forma results
are not intended to be a projection of future results. The Company expects the
results  of operations in 1997 for the assets acquired from Seminole to differ
materially  from  1996  results  because  the  Company's management intends to
significantly  alter  the  type  of  vehicles  sold  at the newly acquired car
dealerships,  the  methodology  by  which  the  acquired  operations  acquire,
recondition,  and  market  used cars, and the methodology by which the related
finance  receivables are underwritten and collected, which management believes
will  result in the acquired operations being profitable in 1997. Furthermore,
Seminole's  audited  combined statement of operations for 1996 was impacted by
several  factors that are not expected to have an impact on future operations.
Such  factors  were  related to the deterioration of its loan portfolio, which
the  Company  believes  resulted  from  poor  underwriting  and  ineffective
collection  efforts.  First, due to the deterioration of its loan portfolio in
1996,  Seminole  recorded  a  total  of  $7.1  million in provision for credit
losses.  Second,  the  deterioration  of  its  loan portfolio also reduced its
borrowing  capacity,  thereby  reducing  Seminole's liquidity. As a result, in
order to raise cash, Seminole sold vehicles at substantially lower margins and
sold  a  portfolio  of notes in December 1996 for a loss of approximately $1.5
million.

<PAGE>
The  following  discussion  and  analysis  provides  information regarding the
Company's  consolidated  financial  position as of March 31, 1997 and December
31,  1996,  and  its  results  of operations for the three month periods ended
March  31,  1997  and  1996.

Growth  in Finance Receivables.  As a result of the Company's rapid expansion,
contract  receivables  serviced  increased by 53.9% to $169.1 million at March
31,  1997  (including $100.4 million in contracts serviced under the Company's
Securitization  Program)  from  $109.9  million  at  December  31,  1996.

The  following  tables  reflect the growth in contract originations by Company
Dealerships  and  contract  purchases  from Third Party Dealers as well as the
period  end  balances measured in terms of the principal amount and the number
of  contracts.

<TABLE><CAPTION>
                         TOTAL CONTRACTS ORIGINATED/PURCHASED
                      (in thousands, except number of contracts) 
                                  THREE MONTHS ENDED MARCH 31,
                     ---------------------------------------------
                             1997                 1996
                     ---------------------  ---------------------
                     PRINCIPAL    NO. OF    PRINCIPAL    NO. OF
                       AMOUNT    CONTRACTS    AMOUNT    CONTRACTS
                     ----------  ---------  ----------  ---------
<S>                  <C>         <C>        <C>         <C>

Company Dealerships  $   47,345      9,063  $   13,635     1,986
Third Party Dealers      41,510      7,538       7,186     1,268
                     ----------  ---------  ----------  ---------
  Total              $   88,855     16,601  $   20,821     3,254
                     ==========  =========  ==========  =========
</TABLE>


<TABLE><CAPTION> 
                                   TOTAL CONTRACTS OUTSTANDING
                            (in thousands, except number of contracts)
                                 THREE MONTHS ENDED        YEAR ENDED 
                           ----------------------  ---------------------
                             MARCH 31,1997         DECEMBER 31, 1996
                            ---------------------  ---------------------
                            PRINCIPAL    NO. OF    PRINCIPAL    NO. OF
                              AMOUNT    CONTRACTS    AMOUNT    CONTRACTS
                            ----------  ---------  ----------  ---------
<S>                         <C>         <C>        <C>         <C>
Company Dealerships         $   80,749      16,125  $   49,066     9,615 
Third Party Dealers             88,385      17,797      60,878    12,942 
                            -----------  ---------  -----------  --------
Total Portfolio Serviced    $  169,134      33,922  $  109,944    22,557 
                            -----------  ---------  -----------  --------
Less Portfolio Securitized
  and Sold                    (100,377)    (19,628)    (51,663)  (10,612)
                            -----------  ---------  -----------  --------
  Company Total             $   68,757      14,294  $   58,281    11,945 
                            ===========  =========  ===========  ========
</TABLE>


<PAGE>
RESULTS  OF  OPERATIONS

     The  prices  at  which  the Company sells its cars and the interest rates
that  it  charges  to  finance  these  sales  take into consideration that the
Company's  primary  customers are high-risk borrowers, many of whom ultimately
default. The Provision for Credit Losses reflects these factors and is treated
by  the  Company  as  a cost of both the future interest income derived on the
contract  receivables  originated  at Company Dealerships as well as a cost of
the  sale  of  the  cars  themselves.  Accordingly,  unlike  traditional  car
dealerships,  the  Company does not present gross profits in its Statements of
Operations  calculated  as  Sales  of  Used  Cars less Cost of Used Cars Sold.

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996

     Sales  of  Used  Cars.    Sales  of Used Cars increased by 20.5% to $18.2
million for the three month period ended March 31, 1997 from $15.1 million for
the three month period ended March 31, 1996. This growth reflects increases in
the number of used car dealerships in operation, and average unit sales price.
Units  sold  increased by 16.7% to 2,472 units in the three month period ended
March  31,  1997  from  2,119  units in the three month period ended March 31,
1996.  Same store unit sales were down by an average of 34 units per location.
This  is  due  to  the  increased  emphasis  on  underwriting  at  the Company
Dealerships,  particularly  one  dealership  where unit sales decreased by 310
units or 45.3% for the three month period ended March 31, 1997 compared to the
same  period  in  1996.

     The average sales price per car increased by 3.5% to $7,367 for the three
month period ended March 31, 1997 from $7,117 for the three month period ended
March  31,  1996.

     Cost  of  Used  Cars  Sold  and Gross Margin.  The Cost of Used Cars Sold
increased  by 10.8% to $9.2 million for the three month period ended March 31,
1997  from  $8.3 million for the three month period ended March 31, 1996. On a
per unit basis, the Cost of Used Cars Sold decreased by 5.8% to $3,709 for the
three month period ended March 31, 1997 from $3,939 for the three month period
ended  March  31, 1996. The gross margin on used car sales (Sales of Used Cars
less  Cost  of Used Cars Sold excluding Provision for Credit Losses) increased
by  34.3% to $9.0 million for the three month period ended March 31, 1997 from
$6.7  million for the three month period ended March 31, 1996. As a percentage
of  sales,  the  gross  margin was 49.7% and 44.7% for the three month periods
ended  March  31, 1997 and 1996, respectively.  On a per unit basis, the gross
margin  per car sold was $3,660 and $3,178 for the for the three month periods
ended  March  31,  1997  and  1996,  respectively.

     Provision  for  Credit  Losses.   A high percentage of Company Dealership
customers  ultimately  do  not  make  all  of  their  contractually  scheduled
payments,  requiring the Company to charge off the remaining principal balance
due.  As  a  result,  the  Company recognizes a Provision for Credit Losses in
order  to  establish  an  Allowance  for  Credit  Losses  sufficient to absorb
anticipated  future losses. The Provision for Credit Losses increased by 53.9%
to  $4.0  million  in  the  three  month period ended March 31, 1997 over $2.6
million  for  the  three  month  period ended March 31, 1996. This includes an
increase  of  $720,000  in  the Provision for Credit Losses in the three month
period  ended  March 31, 1997 for third party receivables over the three month
period  ended March 31, 1996 when the Company recorded no Provision for Credit
Losses  for  third party receivables. On a percentage basis, the Provision for
Credit Losses per unit originated at Company Dealerships increased by 17.8% to
$1,545 per unit in the three month period ended March 31, 1997 over $1,312 per
unit  in  the  three  month  period  ended  March 31, 1996. As a percentage of
contract  balances  originated, the Provision for Credit Losses averaged 20.0%
and  19.1%,  for  the  three  month  periods  ended  March  31, 1997 and 1996,
respectively.

The  Company charges its Provision for Credit Losses to current operations and
does  not recognize any portion of the unearned interest income as a component
of  its  Allowance  for  Credit  Losses.  Accordingly,  the Company's unearned
finance  income is comprised of the full annual percentage rate ("APR") on its
contracts  less  amortization  of  loan  origination  costs.

Interest  Income.    Interest  Income  consists  primarily of interest on both
finance  receivables from Company Dealership sales and interest on Third Party
Dealer  finance  receivables.

     Company Dealership Receivables-Interest Income increased by 19.2% to $3.1
million  for the three month period ended March 31, 1997 from $2.6 million for
the  three  month period ended March 31, 1996. Interest Income was affected by
sales  of  $73.3  million  in  contract  principal  balances  pursuant  to the
Securitization Program, including sales of $15.1 million in contract principal
balances in the quarter ended March 31, 1997, and will continue to be affected
in  future  periods  by  additional  securitizations. A primary element of the
Company's sales strategy is to provide financing to customers with poor credit
histories  who  are  unable to obtain automobile financing through traditional
sources.  The  Company  financed  89.4% of sales revenue and 85.4% of the used
cars  sold  at  Company Dealerships for the three month period ended March 31,
1997  compared  to  90.4% of sales revenue and 93.7% of the used cars sold for
the  three  month  period  ended  March  31, 1996. The average amount financed
increased  to  $7,715  for  the  three  month period ended March 31, 1997 from
$6,866 for the three month period ended March 31, 1996. The effective yield on
Finance  Receivables from Company Dealerships was 28.0%, for each of the three
month  periods  ended  March  31,  1997  and  1996,  respectively. The Company
operated  14  and  7  dealerships  at  March  31, 1997 and 1996, respectively.

     Third  Party  Dealer Receivables - Interest Income increased by 200.0% to
$3.3 million for the three month period ended March 31, 1997 from $1.1 million
in  the three month period ended March 31, 1996.  Interest Income was affected
by  sales  of  $55.6  million  in  contract principal balances pursuant to the
Securitization Program, including sales of $45.6 million in contract principal
balances in the quarter ended March 31, 1997, and will continue to be effected
in future periods by additional securitizations. Interest income has increased
in  conjunction  with  the increases in Third Party Dealer contracts purchased
and outstanding. As noted above, the Company began to significantly expand its
Third Party Dealer branch office operations in April 1995. Further, subsequent
to June 30, 1995, as a result of its migration to higher quality contracts and
expansion  into  markets with interest rate limits, the Company's yield on its
Third  Party  Dealer  contract portfolio has trended downward. Portfolio yield
was  25.3%,  and  26.9%,  for the three month periods ended March 31, 1997 and
1996, respectively. The Company operated 42 and 10 branch offices at March 31,
1997  and  1996,  respectively.

     Gain  on Sale of Finance Receivables.  Champion  Receivables  Corporation
("CRC"),  a  "bankruptcy  remote entity" is the Company's wholly-owned special
purpose  securitization  subsidiary.   During  the  first quarter of 1996, the
Company  initiated  a  Securitization Program under which CRC sells securities
backed by contracts to SunAmerica Life Insurance Company ("SunAmerica"). Under
the Securitization Program, CRC assigns and transfers the contracts to separate
trusts (the  "Trusts")  pursuant  to  Pooling  and  Servicing Agreements (the
"Pooling   Agreements").   Pursuant   to   the  Pooling  Agreements,  Class  A
Certificates and subordinated Class B Certificates are issued to CRC. CRC then
sells  the Class A Certificates to SunAmerica or its nominees. The transferred
contracts  are  serviced  by  Champion Acceptance Corporation ("CAC"), another
subsidiary  of  the  Company.  To obtain a "BBB" rating from Standard & Poors,
CRC  is  required  to  provide  a  credit  enhancement  by  establishing  and
maintaining  a cash spread account for the benefit of the certificate holders.
The  Company  makes  an  initial cash deposit into the spread account, ranging
from  3% to 4% of the initial underlying finance receivables principal balance
and pledges this cash to the Trusts. The Company is also required to then make
additional  deposits from the residual cash flow (through the trustees) to the
spread  account  as  necessary  to attain and maintain the spread account at a
specified  percentage,  ranging  from  6.0% to 8.0%, of the underlying finance
receivables  principal balance. Distributions are not made to CRC on the Class
B  Certificates  unless  the  spread  account  has  the  required balance, the
required periodic payments to the Class A Certificate holders are current, and
the  trustee,  servicer  and  other  administrative  costs  are  current.

During  the three months ended March 31, 1997, the Company made initial spread
account  deposits  totaling  $1,973,000.  Additional  net deposits through the
trustees  during  the  three  months  ended  March  31,  1997 totaled $610,000
resulting  in a total balance in the spread accounts of $5,426,000 as of March
31, 1997. In connection therewith, the specified spread account balance, based
upon  the  aforementioned  specified  percentages  of  the  balances  of  the
underlying  portfolios,  as  of  March  31,  1997 was $6,990,000, resulting in
additional funding requirements from future cash flows as of March 31, 1997 of
$1,564,000.  The  additional funding requirements will decline as the trustees
deposit  additional  cash  flows  into the spread account and as the principal
balance  of  the  underlying  finance  receivables  declines.

The  contracts transferred to the Trusts were purchased by CRC from either CAC
or  Champion  Financial Services ("CFS"), another subsidiary of the Company in
"true  sale"  transactions  pursuant  to  separate  purchase  agreements.  The
obligations  of  CAC,  as  servicer,  pursuant  to  the Pooling Agreements are
guaranteed by the Company and certain other subsidiaries of the Company, other
than  CRC,  CAC,  and  CFS.

The  Company  recognizes  a  Gain  on  Sale of Finance Receivables equal to the
difference  between the yield earned on the contract portfolio securitized and
the  return on the securities sold. The amount of any Gain on Sale of Loans is
based  upon certain estimates, which may not subsequently be realized.  To the
extent  that  actual  cash  flows  on  a  securitization  are materially below
estimates,  the  Company  would be required to revalue the residual portion of
the  securitization  which  it  retains, and record a charge to earnings based
upon the reduction. The Company classifies the residuals as "held-to-maturity"
securities in accordance with SFAS No. 115.


The  Company utilizes a number of estimates in arriving at the Gain on Sale of
Loans.  The  estimated  cash  flows into the Trusts were discounted with rates
ranging  from 16% to 25%. For contracts originated at Company Dealerships, net
losses  were  estimated  using  total  expected  cumulative net losses at loan
origination  of approximately 25.0%, adjusted for actual cumulative net losses
prior to securitization. For contracts purchased from Third Party Dealers, net
losses  were  estimated  using  total  expected  cumulative net losses at loan
origination  of approximately 13.5%, adjusted for actual cumulative net losses
prior  to  securitization. Losses are discounted at an assumed risk free rate.
Prepayment rates were estimated to be 1.5% per month of the beginning of month
balance. The assumptions utilized in prior securitizations may not necessarily
be  the  same  as  those  utilized  in  future  securitizations,  if  any.

Through  March  31,  1997,  the Company had securitized an aggregate of $128.9
million  in  contracts,  issuing  $105.2  million in securities to SunAmerica.
Pursuant  to  these transactions, the Company reduced its Allowance for Credit
Losses  by  $7.3  million  during  the  three  months ended March 31, 1997 and
retained  a residual in the contracts sold of $16.8 million at March 31, 1997.
The  Company also recorded Gain on Sale of Loans during the three months ended
March  31, 1997 of $4.6 million, net of expenses, compared to $539,000 for the
same  period  in 1996.  The gain on sale of loans as a percentage of principal
balance  securitized  was  7.5%  for  both  the  Company  Dealership portfolio
securitized  and for the Third Party Dealer portfolio securitized in the three
month  period ended March 31, 1997 compared to 4.1% for the Company Dealership
portfolio  securitized  in  the  three  month  period  ended  March  31, 1996.

During  the  three months ended March 31, 1997, the Trusts issued certificates
to  Sun  America  at a weighted average yield of 8.18% with the yields ranging
from  8.16%  to  8.27%,  resulting in net spreads, after servicing and trustee
fees,  ranging  from  12.5%  to  17.2%,  and  averaging  13.5%.

The Company's net earnings may fluctuate from quarter to quarter in the future
as  a  result  of  the  timing  and  size  of  its  securitizations.

Other  Income.  Other Income consists primarily of servicing income, insurance
premiums  earned  on  force placed insurance policies, earnings on investments
from  the  Company's  cash  and  cash equivalents, and franchise fees from the
Company's  rent-a-car  franchisees.    This income increased by 1,216% to $1.5
million  for  three  months  ended  March 31, 1997 from $114,000 for the three
months  ended  March  31,  1996.  The  Company  services the $128.9 million in
contracts  sold  in  the  securitization for monthly fees ranging from .33% to
 .42%  of  beginning  of  period  principal  balances  (4%  to  5% annualized).
Servicing  Income  for  the  three  months  ended  March 31, 1997 increased to
$598,000  from  $54,000  in  the three month period ended March 31, 1996.  The
significant  increase  is  due  to  the  increase  in the principal balance of
contracts being serviced pursuant to the Securitization Program.  The increase
is  also  due  to  the increase in insurance premium income of $127,000 and an
increase  in  earnings  on  investments  of  $435,000.   The Company no longer
actively  engages  in  the  rent-a-car  franchise  business.

Income  before  Operating  Expenses.    As a result of the Company's continued
expansion,  Income  before  Operating Expenses grew by 109.5% to $17.6 million
for  the  three  month  period  ended March 31, 1997 from $8.4 million for the
three  month  period  ended  March  31,  1996.    Interest  Income on the loan
portfolios  and  Gain  on  Sale  of Loans were the primary contributors to the
increase.  The  increase  also  reflects  the  growth  of  Sales of Used Cars.

Operating  Expenses.    Operating  Expenses  consist  of Selling and Marketing
Expenses,  General  and  Administrative  Expenses,  and  Depreciation  and
Amortization.

Selling  and  Marketing Expenses.  For the three month periods ended March 31,
1997  and  1996, Selling and Marketing Expenses were comprised almost entirely
of  advertising  costs  and  commissions  relating  to  Company  Dealership
operations.  Selling and Marketing Expenses increased by 50.0% to $1.5 million
for  the  three  month  period  ended March 31, 1997 from $1.0 million for the
three  month  period  ended  March  31, 1996. As a percentage of Sales of Used
Cars,  these expenses averaged 8.4% and 6.9% for the three month periods ended
March  31, 1997, and 1996, respectively. On a per unit sold basis, Selling and
Marketing  Expenses of Company Dealerships increased by 26.4% to $621 per unit
for  the  three  month  period ended March 31, 1997 from $491 per unit for the
three  month  period  ended March 31, 1996.  This increase is primarily due to
increased  marketing  production  costs,  and  an increase in marketing in the
Tampa  Bay/St.  Petersburg  market  where  the  Company  initially  commenced
operations  in  the  three  month period ended March 31, 1997, combined with a
decrease  in  same  store  unit  sales.

General  and  Administrative  Expenses.    General and Administrative Expenses
increased by 111.4% to $9.3 million for the three month period ended March 31,
1997  from $4.4 million for the three month period ended March 31, 1996. These
expenses represented 30.2%,and 22.4% of total revenues for three month periods
ended March 31, 1997, and 1996, respectively. For the three month period ended
March 31, 1997 approximately 34.9% of General and Administrative Expenses were
attributable  to  Company Dealership sales, approximately 17.1% to the Company
Dealership  Receivables'  financing  activities,  approximately 24.9% to Third
Party  Dealer  activities,  and approximately 23.1% to corporate overhead. For
the  three  month  period ended March 31, 1996, approximately 48.8% of General
and  Administrative  Expenses  were  attributable to Company Dealership sales,
approximately  18.2%  to  the  Company  Dealership  Receivables'  financing
activities,  approximately  13.0%  to  Third  Party  Dealer  activities,  and
approximately  20.0%  to  corporate  overhead.  The  increase  in  General and
Administrative  Expenses is a result of the Company's increased number of used
car dealerships, and significant expansion of its Third Party Dealer financing
operations  as  well  as  continued  expansion of infrastructure to administer
growth.

Depreciation  and  Amortization.    Depreciation  and Amortization consists of
depreciation  and  amortization  on  the  Company's property and equipment and
amortization  of  the  Company's  goodwill  and  trademarks.  Depreciation and
amortization  increased  by 81.6% to $603,000 for the three month period ended
March  31, 1997 from $332,000 for the three month period ended March 31, 1996.
The increase was due primarily to the increase in depreciation expense for the
Company's  Third Party Dealer Branch offices. For the three month period ended
March  31,  1997,  approximately  33.2% of these expenses were attributable to
Company  Dealership  sales,  approximately  34.2%  to  the  Company Dealership
receivables'  financing  activities, approximately 12.1% to Third Party Dealer
activities, and approximately 20.5% to corporate overhead. For the three month
period  ended  March  31,  1996,  approximately  22.6%  of these expenses were
attributable  to  Company Dealership sales, approximately 53.3% to the Company
Dealership  receivables'  financing  activities,  approximately  9.9% to Third
Party  Dealer  activities,  and  approximately  14.2%  to  corporate overhead.

Interest  Expense.    Interest  expense  decreased by 54.8% to $769,000 in the
three  month  period ended March 31, 1997 from $1.7 million in the three month
period  ended March 31, 1996. The decrease in 1997, despite significant growth
in  Company assets, is the direct result of the two public offerings that were
completed  in  1996, and a private placement that was completed in February of
1997  which generated, in the aggregate, approximately $168.1 million in cash,
and the Company's Securitization Program which generated cash from the sale of
Finance  Receivables  which  the  Company  utilized to pay down debt. Further,
concurrent  with  the  Company's initial public offering on June 21, 1996, the
Company  restructured  its  Subordinated  Notes Payable reducing the borrowing
rate  on  that  debt  from  18%  to  10%  per  annum.

Income  Taxes.    Income  taxes totaled $2.2 million in the three month period
ended  March  31, 1997, an effective rate of 39.8%.  In the three month period
ended  March  31,  1996, no income tax was incurred due to income tax benefits
realized  from the Company's reduction in its valuation allowance for deferred
income  tax  assets.

ALLOWANCE  FOR  CREDIT  LOSSES

The  Company  has  established an Allowance for Credit Losses ("Allowance") to
cover  anticipated  credit losses on the contracts currently in its portfolio.
The  Allowance has been established through the Provision for Credit Losses on
contracts  originated  at  Company  Dealerships,  and  through  nonrefundable
acquisition  discounts  and Provision for Credit Losses on contracts purchased
from  Third  Party  Dealers.  The Allowance on contracts originated at Company
Dealerships  increased  to 28.4% of outstanding principal balances as of March
31,  1997  compared  to  23.0%  as  of  December  31, 1996. The Allowance as a
percentage  of Third Party Dealer contracts increased to 17.1% from 12.7% over
the  same  period.  The  Allowance  as  a percentage of the Company's combined
contract portfolio increased to 22.1% at March 31, 1997 from 13.7% at December
31, 1996.  The increase in reserves is primarily due to the acquisition of the
portfolio  in the Company's Florida acquisition and a bulk purchase of finance
receivables  at  a  discount.

The following table reflects activity in the Allowance, as well as information
regarding  charge  off  activity,  for the three month periods ended March 31,
1997  and  1996,  in  thousands.
<TABLE>
<CAPTION>


                                       COMPANY DEALERSHIPS  THIRD PARTY DEALERS
                                      --------------------  -------------------
                                       THREE MONTHS ENDED    THREE MONTHS ENDED
                                            MARCH 31,            MARCH 31,
                                      --------------------  -----------------
                                         1997       1996      1997     1996
                                      ---------  ---------  --------  -------
<S>                                   <C>        <C>        <C>       <C>
Allowance Activity:
Balance, Beginning of Period          $  1,626   $  7,500   $ 5,434   $1,000 
Provision for Credit Losses              3,261      2,606       720        - 
Discount Acquired                        9,033          -     6,418      721 
Discount accreted to interest income         -          -      (642)       - 
Reduction Attributable to Loans Sold    (3,100)    (1,658)   (4,235)       - 
Net Charge Offs                         (1,597)    (2,048)   (1,476)    (371) 
                                      ---------  ---------  --------  -------
Balance, End of Period                $  9,223   $  6,400   $ 6,219   $1,350 
                                      =========  =========  ========  =======
Allowance as Percent of Period
  Ended Principal Balance                 28.4%       23.0%    17.1%     7.3%
                                      =========  =========  ========  =======
Charge off Activity:
Principal Balances:
  Collateral Recovered                $  2,140   $  2,252   $ 1,597   $  542 
  Collateral Not Recovered                 123        462       464       91 
                                      ---------  ---------  --------  -------
  Total Principal Balances               2,263      2,714     2,061      633 
  Accrued Interest                           -        167         -       30 
  Recoveries, Net                         (666)      (833)     (585)    (292)
                                      ---------  ---------  --------  -------
Net Charge Offs                       $  1,597   $  2,048   $ 1,476  $   371 
                                      =========  =========  ========  =======
Net Charge Offs as % of Average
  Principal  Outstanding                   5.0%       5.8%      2.9%     2.2%
                                      =========  =========  ========  =======
</TABLE>


     The  Company's  policy  is  to  charge off contracts when they are deemed
uncollectible,  but  in any event at such time as a contract is delinquent for
90  days.

Net  Charge  Offs  -  Company  Dealerships.    Net  Charge  Offs for contracts
originated  at  Company  dealerships in the three month period ended March 31,
1997  were  5.0% of the average principal balance outstanding compared to 5.8%
in  the  three  month  period  ended  March  31,  1996.

Recoveries averaged 29.4% of principal balances charged off in the three month
period  ended March 31, 1997 compared to 30.7% in the three month period ended
March  31, 1996.

The  Company's  net  charge offs on contracts generated through certain of the
Company  Dealerships  are  favorably  affected  by  a  reduction  in sales tax
liability  as  a  result  of  loan  defaults.

Net  Charge  Offs  -  Third  Party  Dealers.    Net  Charge Offs for contracts
purchased  from  Third Party Dealers in the three month period ended March 31,
1997  were  2.9% of the average principal balance outstanding compared to 2.2%
in  the  three  month  period  ended  March 31, 1996. Prior to April 1995, the
Company  purchased  from  Third  Party  Dealers, at discounts of approximately
15.0%  to  25.0%,  contracts  with average principal balances of approximately
$4,000 bearing a typical APR of 29.9%. In April 1995 the Company significantly
revised  and  expanded  its  Third  Party  Dealer  program.  Under the current
program,  which  is  aimed  at  more creditworthy borrowers, it purchases from
Third  Party  Dealers,  at  discounts averaging approximately 11.0%, contracts
with average principal balances of approximately $5,800 and bearing an average
APR  of  24.5%.

Recoveries  averaged  28.4%  of  principal  balances  charged off on contracts
purchased  from  Third Party Dealers in the three month period ended March 31,
1997  compared  to 46.1% for the three month period ended March 31, 1996.  The
decrease  is  primarily  due  to  the  increase in the charge off of principal
balances  where no collateral has been recovered.  The percentage of principal
charged  off  with  no  recovery of collateral increased to 22.5% in the three
months  ended  March  31,  997  from  14.4%  in the comparable period in 1996.

The Company's Net Charge Offs on its Third Party Dealer contract portfolio are
significantly  lower  than  those  incurred on its Company Dealership contract
portfolio.  This  is  attributable  to  the relationship of the average amount
financed to the underlying collateral's wholesale value and to a lesser degree
the  generally  more  creditworthy customers served by Third Party Dealers. In
its  Third  Party  Dealer  portfolio,  the Company generally limits the amount
financed to not more than 120.0% of the wholesale value of the underlying car,
although  the  Company  will  make  exceptions  on  a  case-by-case  basis.

Net  Charge Off percentage trends for the respective portfolios are considered
by  management in determining the adequacy of the Allowance as a percentage of
contract  principal  balances  outstanding.

Static  Pool  Analysis.    To  monitor contract performance, beginning in June
1995,  the Company implemented "static pool" analysis for contracts originated
since  January  1,  1993.  Static pool analysis is a monitoring methodology by
which  each  month's  originations  and  subsequent charge offs are assigned a
unique  pool  and  the  pool performance is monitored separately. Improving or
deteriorating performance is measured based on cumulative gross and net charge
offs  as  a  percentage of original principal balances, based on the number of
complete payments made by the customer before charge off. The table below sets
forth  the  cumulative  net  charge  offs as a percentage of original contract
cumulative  balances, based on the quarter of origination and segmented by the
number  of  payments made prior to charge off. For periods denoted by "x", the
pools  have  not  seasoned sufficiently to allow for computation of cumulative
losses.  For  periods  denoted  by  "-",  the  pools have not yet attained the
indicated  cumulative  age.  While  the Company monitors its static pools on a
monthly  basis,  for  presentation  purposes the information in the tables are
presented  on  a  quarterly  basis.

Effective  January  1, 1997, the Company retroactively implemented methodology
to  more  reasonably  compute  "Monthly  Payments Completed by Customer Before
Charge  Off"  as it relates to loan balances charged off after final insurance
settlements  and  on  loans  modified  from  their  original terms.  Resulting
adjustments affect the timing of previously reported interim cumulative losses
and  do  not  impact  ending cumulative losses.  For loan balances charged off
after  insurance  settlement  principal  reductions,  the  revised calculation
method  only  gives  credit  for  payments  actually  made by the customer and
excludes  credit for reductions arising from insurance proceeds.  For modified
loans,  completed  payments now reflect customer payments made both before and
after the loan was modified.  The numbers presented below reflect the adoption
of  the  revised  calculation  method.

Currently  reported  cumulative  losses  may  also  vary from those previously
reported  due  to  ongoing  collection efforts on charged off accounts and the
difference between final proceeds on the liquidation of repossessed collateral
versus original accounting estimates.  Management believes that such variation
will  be  insignificant.

  CONTRACTS  ORIGINATED  AT  COMPANY  DEALERSHIPS

The  following table sets forth the cumulative net charge offs as a percentage
of  original contract cumulative balances, based on the quarter of origination
and  segmented  by  the  number  of monthly payments made prior to charge off.

<TABLE><CAPTION>
  POOL'S CUMULATIVE NET LOSSES AS PERCENTAGE OF POOL'S 
           ORIGINAL AGGREGATE PRINCIPAL BALANCE
MONTHLY PAYMENTS COMPLETED BY CUSTOMER  BEFORE CHARGE OFF
---------------------------------------------------------
              0      3      6     12     18     24
             ----  -----  -----  -----  -----  -----
<S>          <C>   <C>    <C>    <C>    <C>    <C>
1993:
1st Quarter  6.9%  18.7%  26.5%  31.8%  33.9%  35.1%
2nd Quarter  7.2%  18.9%  25.1%  29.4%  31.7%  32.1%
3rd Quarter  8.6%  19.5%  23.7%  28.5%  30.7%  31.6%
4th Quarter  6.3%  16.1%  21.6%  27.0%  28.9%  29.5%
1994:
1st Quarter  3.4%  10.0%  13.4%  18.1%  20.5%  21.2%
2nd Quarter  2.8%  10.5%  14.3%  19.8%  22.0%  22.5%
3rd Quarter  2.9%   8.2%  12.3%  16.6%  18.8%  19.7%
4th Quarter  2.4%   7.7%  11.3%  17.0%  20.0%  21.0%
1995:
1st Quarter  1.1%   7.4%  12.5%  17.8%  20.5%     x
2nd Quarter  1.7%   7.1%  12.2%  16.9%  19.8%     - 
3rd Quarter  2.0%   7.1%  11.1%  18.1%     x      - 
4th Quarter  1.2%   5.7%  10.9%  17.8%     -      - 
1996:
1st Quarter  1.4%   7.5%  13.1%     x      -      - 
2nd Quarter  2.2%   9.2%  14.0%     -      -      - 
3rd Quarter  1.5%   7.3%     x      -      -      - 
4th Quarter  1.6%     x      -      -      -      - 
1997:
1st Quarter     x     -      -      -      -      - 
</TABLE>


<PAGE>
     Analysis  of portfolio delinquencies is also considered in evaluating the
adequacy  of  the  Allowance. Principal balances 31 to 60 days delinquent as a
percentage of total outstanding contract principal balances totaled 2.3% as of
March  31,  1997  and  December  31,  1996.  Principal  balances 61 to 90 days
delinquent  as  a  percentage of total outstanding contract principal balances
totaled  1.7%  and  0.6%  as  of  March  31,  1997  and  December  31,  1996,
respectively. In accordance with the Company's charge off policy, there are no
accounts  more  than  90 days delinquent as of March 31, 1997 and December 31,
1996.

  CONTRACTS  PURCHASED  FROM  THIRD  PARTY  DEALERS

Non-refundable acquisition discount ("Discount") acquired totaled $6.4 million
and  $721,000  for  the  three  month  periods  ended March 31, 1997 and 1996,
respectively.  The  Discount,  attributable  to  Third  Party  Dealer  branch
purchases,  averaged  15.5% as a percentage of principal balances purchased in
the  three  month  period ended March 31, 1997, compared to 10.0% in the three
month  period  ended  March 31, 1996.  Beginning in 1996, the Company expanded
into  markets  with  interest rate limits. While contractual interest rates on
these  contracts  are  limited  by  law, the Company has been able to purchase
these  contracts  at  a  reasonably  consistent  effective yield and therefore
Discounts  have  trended upward.  The increase in the Discount as a percent of
purchased  contracts  was due in large part to a bulk purchase of contracts in
March  1997.    The  Discount for purchased contracts excluding bulk purchases
totaled  11.6%  in  the  three  month  period  ended  March  31,  1997.

The  following table sets forth the cumulative net charge offs as a percentage
of  original contract cumulative balances, based on the quarter of origination
and  segmented  by  the  number  of monthly payments made prior to charge off.

<TABLE><CAPTION>
  POOL'S CUMULATIVE NET LOSSES AS PERCENTAGE OF POOL'S 
         ORIGINAL AGGREGATE PRINCIPAL BALANCE
MONTHLY PAYMENTS COMPLETED BY CUSTOMER  BEFORE CHARGE OFF
---------------------------------------------------------
               0      3      6     12     18      24
              ----  -----  -----  -----  -----  -----
<S>           <C>   <C>    <C>    <C>    <C>    <C>

1995:
2nd Quarter   0.9%   4.1%   5.7%    7.7%   9.4%    x
3rd Quarter   1.4%   3.9%   5.1%    6.9%     -     -
4th Quarter   1.0%   4.3%   6.8%    9.6%     x     -
1996:
1st Quarter   0.8%   3.7%   6.9%      x      -     -
2nd Quarter   1.6%   6.3%   9.7%      -      -     -
3rd Quarter   1.3%   6.1%     x       -      -     -
4th Quarter   1.3%     x      -       -      -     -
1997:
1st Quarter     x      -      -       -      -     -
</TABLE>


     Beginning  April  1, 1995, the Company initiated a new purchasing program
for  Third Party Dealer contracts which included an emphasis on higher quality
contracts.  As  of March 31, 1995, the Third Party Dealer portfolio originated
under  the  prior  program  had a principal balance of $2.0 million and has an
immaterial  remaining  balance as of March 31, 1997. Static pool results under
the  prior  program are not a material consideration for management evaluation
of  the  current  Third  Party Dealer portfolio and thus, contract performance
under  this  prior  program  has  been  excluded  from  the  table  above.

     While  the static pool information is developing, management augments its
evaluation  of  the  adequacy of the Allowance for Third Party Dealers through
comparisons in the characteristics of collateral ratios and borrowers on Third
Party  Dealer  contracts  versus those of the Company Dealership contracts, as
well  as  through  comparisons  of  portfolio  delinquency,  actual  contract
performance  and, to the extent information is available, industry statistics.

     Analysis  of portfolio delinquencies is also considered in evaluating the
adequacy  of  the  Allowance. Principal balances 31 to 60 days delinquent as a
percentage  of  total outstanding contract principal balances totaled 3.5% and
3.1%  as  of  March  31,  1997  and December 31, 1996, respectively. Principal
balances  61  to  90  days  delinquent  as  a  percentage of total outstanding
contract  principal  balances  totaled  1.9%  and  1.1%  as March 31, 1997 and
December  31,  1996, respectively. In accordance with the Company's charge off
policy  there are no Third Party Dealer contracts more than 90 days delinquent
as  of  March  31,  1997  and  December  31,  1996.

     During  1996,  the  Company  elected  to  extend  the  time period before
repossession  is  ordered  with  respect  to  those  customers  who  exhibit a
willingness and capacity to bring their contracts current. As a result of this
revised  repossession  policy,  delinquencies increased slightly, as expected.
Further,  the  Company  underwent a conversion of its loan servicing system on
February  1,  1997.    In the opinion of management, delinquency was adversely
effected by the conversion process due to the need for employees to completely
acquaint  themselves  with  the  Company's  new  systems.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  requires  capital  to  support  increases  in  its contract
portfolio,  expansion  of Company Dealerships and Branch Offices, the purchase
of  inventories,  the  purchase  of  property  and  equipment, and for working
capital  and  general  corporate  purposes.  The  Company  funds  its  capital
requirements  through  equity  offerings,  operating  cash  flow,  the sale of
finance  receivables,  and  supplemental  borrowings.

     The  Company's  Net  Cash  Provided  by Operating Activities decreased by
39.2%  to  $3.1  million  for the three month period ended March 31, 1997 from
$5.1  in  the  three  month  period  ended  March  31,  1996. The decrease was
primarily  due  to  an  increase  in Other Assets, the Gain on Sale of Finance
Receivables,  and  an  increase in Finance Receivables Held for Sale offset by
increases  in Net Earnings, the Provision for Credit Losses, and proceeds from
sale  of  finance  receivables.

     The  Net Cash Used in Investing Activities decreased by 89.1% to $503,000
in the three months ended March 31, 1997 from $4.6 million in the three months
ended  March  31,  1996.  The  decrease  was  due to a net increase in Finance
Receivable activity of $14.8 million net of an increase in investments held in
trust  of  $2.2 million, an increase in the purchase of property and equipment
of  $3.6  million,  and the purchase of the assets of Seminole. Gross deposits
into  the  spread account by the trustees were $2.8 million and $625,000 while
gross  disbursements from the spread account totaled $265,000 during the three
months  ended  March  31,  1997.   There were no disbursements from the spread
account  during  the  three  months  ended  March  31,  1996.

     The  Company's  Net  Cash  Provided  by  /  Used  in Financing Activities
increased  to  $52.2  million  in  the  three months ended March 31, 1997 from
($1.3) million in the three months ended March 31, 1996. This increase was the
result  of  the  $88.7  million  in proceeds from the Company's sale of common
stock,  net  of  the  $34.4  million  of  repayment  of  Notes Payable and the
repayment  of  subordinated  notes  payable  of  $2.0  million.

     Revolving  Facility.   The Company maintains a Revolving Facility with GE
Capital  that  has  a  maximum  commitment  of  up to $50.0 million. Under the
Revolving  Facility,  the  Company  may  borrow  up  to 65.0% of the principal
balance  of  eligible  Company  Dealership  contracts  and  up to 90.0% of the
principal  balance  of  eligible  Third  Party Dealer contracts. The Revolving
Facility  expires  in September 1997, at which time the Company has the option
to  renew  the  Revolving  Facility  for  one additional year. The facility is
secured  by  substantially  all of the Company's assets. As of March 31, 1997,
the  Company's  borrowing  capacity  under  the  Revolving  Facility was $50.0
million,  the  aggregate  principal  amount  outstanding  under  the Revolving
Facility  was  $100,000,  and  the  amount  available to be borrowed under the
facility  was  $49.9  million.  The  Revolving  Facility bears interest at the
30-day  LIBOR  plus  3.60%,  payable daily (total rate of 9.0% as of March 31,
1997).

     The Revolving Facility contains covenants that, among other things, limit
the  Company's  ability to, without GE Capital's consent: (i) incur additional
indebtedness;  (ii)  make  unsecured  loans  or  other  advances  of  money to
officers,  directors,  employees,  stockholders  or  affiliates  in  excess of
$25,000  in total; (iii) engage in securitization transactions (other than the
Securitization  Program with Sun America, for which GE Capital has consented);
(iv) merge with, consolidate with, acquire or otherwise combine with any other
person  or  entity,  transfer  any  division  or  segment of its operations to
another person or entity, or form new subsidiaries; (v) make any change in its
capital structure; (vi) declare or pay dividends except in accordance with all
applicable  laws and not in excess of fifteen percent (15%) of each year's net
earnings  available  for  distribution;  (vii)  make  certain  investments and
capital  expenditures;  and  (viii)  engage  in  certain  transactions  with
affiliates.  These  covenants  also  require the Company to maintain specified
financial  ratios,  including  a  debt ratio of 2.0 to 1 and a net worth of at
least  $75,000,000,  and  to  comply  with  all laws relating to the Company's
business. The Revolving Facility also provides that a transfer of ownership of
the  Company  that  results  in  less than 15.0% of the Company's voting stock
being  owned  by  Mr.  Ernest C. Garcia II, will result in an event of default
under  the  Revolving  Facility.

          The  Company  recently completed negotiations to modify the terms of
its  Revolving  Facility, and expects to execute a definitive agreement in the
near  future.   Under the modified terms of the agreement, the commitment will
be raised from $50 million to $100 million, the Company may borrow up to 65.0%
of  the  principal  balance of eligible Company Dealership contracts and up to
86.0%  of  the principal balance of eligible Third Party Dealer contracts, the
interest  rate  will be reduced to 30-day LIBOR plus 3.15%, payable daily, and
the Revolving Facility will expire in December 1998, at which time the Company
will  have the option to renew the Revolving Facility for one additional year.
The  definitive  agreement  will  be  subject  to the approval of the Board of
Directors of the Company.  Also, certain of the definitive terms may vary from
those  set forth herein.  No assurance can be given that definitive agreements
will  ultimately  be  executed.

     Subordinated  Indebtedness  and  Preferred  Stock.    The  Company  has
historically  borrowed  substantial  amounts  from  Verde  Investments  Inc.
("Verde"),  an  affiliate  of  the  Company.  The  Subordinated  Notes Payable
balances  outstanding to Verde totaled $12.0 and $14.0 million as of March 31,
1997  and  December  31,  1996,  respectively.   Prior to June 21, 1996, these
borrowings  accrued  interest  at  an annual rate of 18.0%. Effective June 21,
1996  the  annual  interest rate on these borrowings was reduced to 10.0%. The
Company  is  required to make monthly payments of interest and annual payments
of  principal in the amount of $2.0 million. This debt is junior to all of the
Company's  other  indebtedness  and  the  Company  may  suspend  interest  and
principal  payments  in the event it is in default on obligations to any other
creditors.

     On  December 31, 1995, Verde converted $10.0 million of subordinated debt
to Preferred Stock of the Company. Prior to June 21, 1996, the Preferred Stock
accrued  a dividend of 12.0% annually, increasing one percent per year up to a
maximum of 18.0%. Effective June 21, 1996, the dividend on the Preferred Stock
was  decreased  from 12.0% to 10.0%. During the three month period ended March
31,  1996,  the  Company paid a total of $300,000 in dividends to Verde on the
Preferred  Stock  which was redeemed in November 1996.  As the preferred stock
was  redeemed  in  1996,  there  were  no  dividends  paid  in  1997.

     Securitizations.    SunAmerica  and  the  Company  have  entered into the
Securitization  Program  under  which  SunAmerica  may  purchase  up to $175.0
million  of  certificates  secured  by  contracts.  The Securitization Program
provides  the  Company  with  a source of funding in addition to the Revolving
Facility.  At the closing of each securitization, the Company receives payment
from  SunAmerica for the certificates sold (net of Investments Held in Trust).
The Company also generates cash flow under this program from ongoing servicing
fees  and excess cash flow distributions resulting from the difference between
the payments received from customers on the contracts and the payments paid to
SunAmerica.  In  addition,  securitization  allows  the  Company  to  fix  its
borrowing  cost for a given contract portfolio, broadens the Company's capital
source  alternatives,  and  provides a higher advance rate than that available
under  the  Revolving  Facility.

     In  connection  with  its  securitization  transactions,  the  Company is
required  to  make an initial cash deposit into an account held by the trustee
(spread  account)  and  to  pledge this cash to the Trust to which the finance
receivables  were  sold.  The  Trust  in turn invests the cash in high quality
liquid  investment  securities. In addition, the Company (through the trustee)
deposits  additional  cash  flows  from  the residual to the spread account as
necessary  to attain and maintain the spread account at a specified percentage
of the underlying finance receivables principal balance. In the event that the
cash  flows  generated  by  the  finance  receivables  sold  to  the Trust are
insufficient  to pay obligations of the Trust, including principal or interest
due  to  certificate  holders  or expenses of the Trust, the trustee will draw
funds  from  the  spread  account  as  necessary to pay the obligations of the
Trust.  The spread account must be maintained at a specified percentage of the
principal  balances of the finance receivables held by the Trust, which can be
increased in the event delinquencies or losses exceed specified levels. If the
spread  account exceeds the specified percentage, the trustee will release the
excess  cash  to  the  Company  from  the  pledged  spread  account.

     Capital  Expenditures  and  Commitments.    The  Company  is  pursuing an
aggressive  growth  strategy.  In  the  fourth  quarter  of  1996, the Company
acquired  the leasehold rights to an existing dealership in Las Vegas, Nevada,
which commenced operations in March 1997, and has three other dealerships (one
in  Phoenix,  Arizona  and  two  in  Albuquerque,  New Mexico) currently under
development.  In  addition, the Company opened seven new Branch Offices during
the  first  quarter  of 1997, and recently completed expansion of its contract
servicing  and  collection  facility.

     On  April  1, 1997, the Company purchased substantially all of the assets
of  a  Company  engaged  in  the  business of selling and financing used motor
vehicles,  including seven dealerships in San Antonio and a contract portfolio
of  approximately  $24.3  million.  The purchase price for the acquisition was
$26.3  million, subject to adjustment. The seven dealerships had sales in 1996
of  approximately  $22.5  million. The assets purchased have an unaudited book
value  of  $28.1 million, exclusive of reserves on approximately $26.2 million
of  contract  receivable  principal  balances.   In addition to the facilities
currently under development, the Company intends to open 15 or more new Branch
Offices  and  three  or  more Company Dealerships through the end of 1997. The
Company  believes  that it will expend approximately $50,000 to establish each
new  Branch  Office.  New  Company Dealerships cost approximately $1.5 to $1.7
million  to  construct  (excluding  inventory). The Company intends to finance
these  expenditures  through operating cash flows and supplemental borrowings,
including  amounts  available  under the Revolving Facility and Securitization
Program.

SEASONALITY

     Historically,  the  Company  has experienced higher revenues in the first
two  quarters  of  the  year  than in the latter half of the year. The Company
believes  that  these results are due to seasonal buying patterns resulting in
part  from  the  fact  that  many  of its customers receive income tax refunds
during the first half of the year, which are a primary source of down payments
on  used  car  purchases.

INFLATION

     Increases  in inflation generally result in higher interest rates. Higher
interest rates on the Company's borrowings would decrease the profitability of
the  Company's  existing  portfolio.  The Company will seek to limit this risk
through  its  Securitization  Program  and,  to  the  extent market conditions
permit,  for contracts originated at Company Dealerships, either by increasing
the  interest  rate  charged,  or  the profit margin on, the cars sold, or for
contracts  acquired from Third Party Dealers, either by acquiring contracts at
a  higher  discount  or  with  a  higher APR. To date, inflation has not had a
significant  impact  on  the  Company's  operations.

ACCOUNTING  MATTERS

     In  February  1997,  the  Financial  Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No. 128, "Earnings Per Share"
(SFAS  No.  128).    This  statement  is effective for both interim and annual
periods  ending  after  December  15,  1997,  and replaces the presentation of
"primary"  earnings  per  share  with  "basic"  earnings  per  share  and  the
presentation of "fully diluted" earnings per share with "diluted" earnings per
share.    Earlier  application is not permitted.  When adopted, all previously
reported  earnings  per  common  share amounts must be restated based upon the
provisions  of  the  new  standard.  Management of the Company does not expect
that  adoption  of  SFAS  No.  128 will have a material impact on the Company.













<PAGE>
PART  II.    OTHER  INFORMATION


Item  1.                    Legal  Proceedings.

     The  Company  sells  its  cars  on  an  "as  is"  basis, and requires all
customers  to  sign  an  agreement  on  the date of sale pursuant to which the
Company  disclaims  any  obligation  for  vehicle-related  problems  that
subsequently  occur.  Although  the Company believes that such disclaimers are
enforceable  under  applicable  state, federal and other laws and regulations,
there  can be no assurance that they will be upheld in every instance. Despite
obtaining  these disclaimers, the Company, in the ordinary course of business,
receives  complaints  from customers relating to such vehicle-related problems
as  well  as alleged violations of federal and state consumer lending or other
similar laws and regulations. While most of these complaints are made directly
to  the  Company  or  to  various  consumer  protection  organizations and are
subsequently  resolved,  the  Company  is named occasionally as a defendant in
civil  suits filed by customers in state, local, or small claims courts. There
can be no assurance that the Company will not be a target of similar claims in
the  future.    The  Company,  believes that the ultimate disposition of these
matters  on  a cumulative basis will not have a material adverse effect on the
Company.  However,  there  can  be  no  assurance  in  this  regard.

In  connection  with  the  Seminole  acquisition,  a purported creditor of the
sellers  filed,  on  January  21,  1997,  to  enjoin  the sale as a fraudulent
conveyance.  Alternatively,  the suit seeks to void any transfer of the assets
that has already occurred, to attach the assets that have been transferred, or
to  appoint  a  receiver to take charge of the assets transferred. The Company
has  not been named in this action, has received a specific indemnity from the
sellers  relating to this action, and has been advised by the sellers that, in
their  view,  the  claim  is  without  merit.    The Company believes that the
ultimate  disposition  of  this  matter will not have a material effect on the
Company.

Item  2.          Changes  in  Securities.

     None.

Item  3.          Defaults  Upon  Senior  Securities.

     None.

Item  4.          Submission  of  Matters  to  a  Vote  of  Security  Holders.

Set  forth  below is information concerning each matter submitted to a vote at
the  Company's  Annual  Meeting  of  Shareholders  on  April  22,  1997:

Directors:    Each  of  the following persons was elected as a director of the
Company  to hold office until the 1998 Annual Meeting of Shareholders or until
earlier  retirement,  resignation  or  removal:  Robert J. Abrahams, Ernest C.
Garcia  II,  Christopher D. Jennings, John N. MacDonough, Arturo R. Moreno and
Frank  P.  Willey.    Each  of  these  persons received 14,501,946 votes "for"
reelection  and  51,579  votes  "withheld."

Amendment  of  Certificate  of  Incorporation:    The shareholders approved an
amendment  of  the  Company's  Certificate  of  Incorporation  to increase the
authorized  number  of  shares of common stock from 20,000,000 to 100,000,000.

<TABLE><CAPTION>
<S>                       <C>         <C>      <C>          <C>
                          For         Against  Abstentions  Broker Nonvotes
                          ----------  -------  -----------  ---------------
Amendment of Certificate
of Incorporation          13,589,384  937,886       26,255               --
</TABLE>

Amendment  of  Long-Term  Incentive  Plan:    The  shareholders  approved  the
management  proposal  to  amend  the  Company's  Long-Term  Incentive  Plan to
increase  the number of shares authorized for issuance thereunder from 800,000
to  1,800,000.

<TABLE><CAPTION>
<S>                     <C>         <C>      <C>          <C>
                        For         Against  Abstentions  Broker Nonvotes
                        ----------  -------  -----------  ---------------
Amendment of Long-Term
Incentive Plan          12,414,030  441,481       30,355        1,667,659
</TABLE>


Item  5.          Other  Information.

          None.

Item  6.          Exhibits  and  Reports  on  Form  8-K.

     (a)  Exhibits

          Exhibit  11  -  Statement regarding computation of earnings per share

          Exhibit  27  -  Financial  data  schedule

          Exhibit  99  -  Cautionary  Statement  Regarding  Forward  Looking
                          Statements

     (b)  Reports  on  Form  8-K.

          During the first quarter of 1997, the Company filed three reports on
Form  8-K,  two  of which were subsequently amended.  The first report on Form
8-K,  dated January 15, 1997, and filed January 30, 1997, reported the closing
of  the  acquisition  of  certain  assets  from  third parties (referred to as
Seminole)  and included a copy of the agreement of purchase and sale of assets
for  the  acquisition.    On  March  31, 1997, the Company filed a Form 8-K/A1
reporting  certain  financial  statements related to the Seminole acquisition.
Those  financial  statements were subsequently revised pursuant to From 8-K/A2
filed May 14, 1997.  The second report on Form 8-K, dated February 3, 1997 and
filed February 4, 1997, reported the undertaking of a private placement by the
Company  of  certain  of  its  common stock and included the Company's audited
financial  statements  as  of  and for the year ended December 31, 1996, and a
copy  of  the  Company's  press  release  titled  "Ugly  Duckling  Corporation
Announces  Intention  to  Sell  Up  to  5,000,000  Shares  of  Common Stock to
Institutional  Investors."    The third report on Form 8-K, dated February 11,
1997  and  filed  February  12,  1997,  reported the completion of the private
placement of approximately 5,000,000 shares of its common stock and included a
copy  of  the  Company's  press  release  titled  "Ugly  Duckling  Corporation
Completes  Private  Placement  of  5,000,000  Shares  of  Common  Stock  to
Institutional  Investors."    The  third  report  on  Form  8-K was amended on
February  12,  1997  and  February  27,  1997  to  disclose certain additional
information  in  connection with the private placement of the 5,000,000 shares
of  the  Company's  common  stock.   After the first quarter 1997, the Company
filed  two  reports  on Form 8-K.  The first report on Form 8-K,dated April 1,
1997  and  filed  April  15,  1997  reported the closing of the acquisition of
certain  assets  from  third parties (referred to as E-Z Plan), indicated that
financial  information  in  connection  with  the E-Z Plan acquisition will be
filed  later when it is available and incorporated by reference the previously
filed  agreement  of  purchase  and  sale  of assets for the acquisition.  The
second  report  on  Form  8-K  dated  April 21, 1997 and filed April 22, 1997,
reported  that  the Company's registration statement relating to the resale of
the  common stock acquired pursuant to the private placement had been declared
effective.

















































<PAGE>
                                   SIGNATURE
                                   ---------

Pursuant  to  the requirements of the Securities and Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to be signed on its behalf by the
undersigned  thereunto  duly  authorized.


Ugly  Duckling  Corporation


Date:  May  15,  1997
       --------------


/s/  Steven  T.  Darak
----------------------

Steven  T.  Darak
Senior  Vice  President  and
Chief  Financial  Officer
(Principal  Financial  and  Accounting  Officer)


































                                                     S-1