Exhibit 3.a

                         CERTIFICATE OF INCORPORATION
                                      OF
                           UGLY DUCKLING CORPORATION

                    AMENDED AND RESTATED AS OF MAY 15, 1997

                                  ARTICLE ONE

The  name  of  the  corporation  is  UGLY  DUCKLING  CORPORATION.

                                  ARTICLE TWO

The address of the corporation's registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle.  The name
of  its  registered  agent  at  such  address  is  Corporation  Trust Company.

                                 ARTICLE THREE

The  purpose of the corporation is to engage in any lawful act or activity for
which  corporations  may be organized under the General Corporation Law of the
State  of  Delaware.
                                 ARTICLE FOUR

The  Corporation  shall  have  perpetual  existence.

                                 ARTICLE FIVE

A.       The corporation shall be authorized to issue two classes of shares of
stock  to  be  designated, respectively, "Common Stock" and "Preferred Stock";
the  total  number  of  shares of Common Stock that the corporation shall have
authority  to issue shall be 100,000,000, and each of such shares shall have a
par value of $.001; and the total number of shares of Preferred Stock that the
corporation shall have the authority to issue shall be 10,000,000, and each of
such  shares  shall  have  a  par  value  of  $.001.

B.         Shares of Preferred Stock may be issued from time to time in one or
more  series  as may from time to time be determined by the Board of Directors
of  the  corporation,  each  of  said series to be distinctly designated.  The
voting  powers,  preferences  and relative, participating, optional, and other
special  rights, and the qualifications, limitations, or restrictions thereof,
if  any, of each such series may differ from those of any and all other series
of  Preferred  Stock  at  any  time outstanding, and the Board of Directors is
hereby  expressly  granted  authority  to  fix  or  alter,  by  resolution  or
resolutions,  the  designation,  number,  voting  powers,  preferences,  and
relative,  participating,  optional,  and  other  special  rights,  and  the
qualifications,  limitations,  and  restrictions thereof, of each such series.

C.       The corporation hereby designates 1,000,000 shares of Preferred Stock
as  Series  A  Preferred  Stock, which shares shall have the following rights,
powers,  privileges,  preferences,  designations  and  limitations:

1.          Designation  and  Rank.

The  Series  A Preferred Stock shall rank prior to the Common Stock and to all
other  classes  and  series  of  equity  securities  of the corporation now or
hereafter  authorized, issued or outstanding (such other classes and series of
equity  securities  collectively  may  be  referred  to  herein as the "Junior
Stock"),  other  than  any  classes  or  series  of  equity  securities of the
corporation  ranking  on  a parity with (the "Parity Stock") or senior to (the
"Senior  Stock") the Series A Preferred Stock as to dividend rights and rights
upon  liquidation, winding up or dissolution of the corporation.  The Series A
Preferred  Stock  shall  be junior to all outstanding debt of the corporation.
The  Series  A  Preferred  Stock shall be subject to creation of Senior Stock,
Parity  Stock  and Junior Stock to the extent not expressly prohibited herein,
and  the  provisions  hereof.

2.          Dividends.

a.       The holders of record of shares of the Series A Preferred Stock shall
be  entitled to receive, when, as and if declared by the Board of Directors of
the  corporation,  out  of  any  funds  of  the  corporation legally available
therefor,  cumulative  cash dividends ("Dividends") at the per annum rates set
forth  below,  which  shall  accrue  from  December  31,  1995, and be payable
quarterly  in  arrears on the last day of March, June, September and December,
in  each  year,  commencing  March 31, 1996, or, if such day is a non-business
day,  on  the  next  business  day,  without  interest  (each of such dates, a
"Dividend  Payment  Date").

     January  1,  1996  -  December  31,  1996          12%
     January  1,  1997  -  December  31,  1997          13%
     January  1,  1998  -  December  31,  1998          14%
     January  1,  1999  -  December  31,  1999          15%
     January  1,  2000  -  December  31,  2000          16%
     January  1,  2001  -  December  31,  2001          17%
     January  1,  2002  and  thereafter                 18%

Each declared Dividend shall be payable to holders of record as they appear on
the  stock books of the corporation at the close of business on the applicable
record  date,  which  shall be not more than 30 nor less than 10 calendar days
preceding  the Dividend Payment Date therefor, as determined by the Board or a
duly  authorized  committee  thereof  (each  of  such dates, a "Record Date").
Dividends  on  each  share  of  Series  A  Preferred Stock shall accrue and be
cumulative  from  the  date of issuance thereof, whether or not there shall be
profits,  surplus  or other funds of the corporation legally available for the
payment  of  such  Dividends at the time such Dividends shall accrue or become
due  and  whether  or  not  such  Dividends  are declared.  Accrued and unpaid
Dividends for any prior Dividend periods may be declared and paid at any time,
without  reference  to any regular Dividend Payment Date, to holders of record
on such date, not exceeding 45 days preceding the payment date thereof, as may
be  fixed  by  the  Board.

b.      Unless full Dividends on the Series A Preferred Stock at the rates set
forth  in  paragraph  C.2a  above  shall  have been paid or declared and a sum
sufficient  for  the  payment  thereof  set apart:  (i) no dividend whatsoever
shall  be  paid  or declared, and no distribution shall be made, on any Common
Stock  or  any other Junior Stock and (ii) no Common Stock shall be purchased,
redeemed  or  acquired  by the corporation and no monies shall be paid into or
set aside or made available for a sinking fund for the purchase, redemption or
acquisition  thereof; provided, however, that this restriction shall not apply
to  the  repurchase  of  shares of Common Stock or any other Junior Stock from
directors,  officers  or  employees  of the corporation pursuant to agreements
under  which the corporation has the option to repurchase such shares upon the
occurrence  of  certain  events,  including  the  termination  of  employment.

<PAGE>
3.          Liquidation  Preference.

a.          In  the event of any liquidation, dissolution or winding up of the
corporation,  either  voluntarily  or  involuntarily,  the holders of Series A
Preferred  Stock  shall be entitled to receive, prior and in preference to any
distribution  of  any of the assets or surplus funds of the corporation to the
holders  of  Common  Stock  of  the  corporation or any other Junior Stock, an
amount  equal to the Issuance Price for each share of Series A Preferred Stock
plus  all  Dividends  due  and  not  paid  on  such  shares  (the "Liquidation
Payment").    If  upon  such  liquidation,  dissolution  or  winding up of the
corporation  the  assets  of  the  corporation  are  insufficient  to  pay the
Liquidation  Payment  in  full on each share of Series A Preferred Stock, then
such  assets  as are available for distribution to the holders of the Series A
Preferred  Stock  shall  be  distributed  ratably  among such holders.  Unless
specifically  designated  as  Junior Stock or Senior Stock with respect to the
distribution  of  assets, all other series or classes of Preferred Stock shall
rank  on  a  parity  with  the  Series  A  Preferred Stock with respect to the
distribution  of  assets.    All of the preferential amounts to be paid to the
holders  of  the  Series  A  Preferred  Stock  and any Parity Stock under this
paragraph shall be paid or set apart for payment before the payment or setting
apart  for  payment of any amount for or the distribution of any assets of the
corporation  to  the  holders  of  the  Common  Stock  in connection with such
liquidation,  dissolution  or  winding  up.

b.         A consolidation or merger of the corporation with or into any other
corporation  where  less  than 50% of the outstanding voting securities of the
surviving corporation are held by the shareholders of the corporation existing
immediately  prior  to  the  consolidation  or  merger  or  a  sale  of all or
substantially  all  of  the assets of the corporation, shall be deemed to be a
liquidation,  dissolution  or winding up of the corporation within the meaning
of  this  paragraph  C.3.

4.          Voting  Rights.

a.       Except as provided in C.4.b. below, or as otherwise from time to time
required  by  applicable law, the shares of Series A Preferred Stock shall not
entitle  the  holder  thereof  to  any  voting  rights  in  the  corporation.

b.          The  approval of 66 2/3% of the outstanding shares of the Series A
Preferred  Stock, voting separately as a class, shall be required to authorize
any  action  of  the  corporation which (i) changes the rights, preferences or
privileges  of the shares of the Series A Preferred Stock, or (ii) creates any
new class of stock having preference over or being on a parity with the shares
of  the  Series  A  Preferred  Stock as to distributions upon the liquidation,
winding  up  or  dissolution  of  the corporation.  If Dividends for an entire
calendar  year have not been declared and paid within 30 days after the end of
the  calendar  year,  then  until said Dividends are paid, holders of Series A
Preferred  Stock  shall  be entitled to vote in the election of members of the
Board  of Directors of the corporation.  In such event, each share of Series A
Preferred  Stock shall entitle the holder thereof to ten votes in the election
of  members  of  the  Board  of  Directors  and said votes may be cumulated in
accordance  with  applicable  law.    At  any  time  that  holders of Series A
Preferred  Stock  are entitled to vote in the election of members of the Board
of  Directors, the holders of 25% of the outstanding shares of the interest of
Series  A Preferred Stock may call a special meeting of the Board of Directors
in  accordance  with  the  Bylaws  of  the  corporation.

5.        Right of Redemption.  The corporation shall have the right to redeem
the  Series  A  Preferred Stock, in whole or in part, from time to time at any
time,  except as otherwise prohibited by law, at the Issuance Price per share,
plus  an  amount equal to all accrued and unpaid Dividends (whether or not any
such  Dividend  has  been  declared, but without interest thereon) to the date
such  payment  is  made  available  in  full  to  holder of shares of Series A
Preferred  Stock (the "Redemption Price").  If fewer than all of the shares of
Series  A  Preferred Stock are to be redeemed at any time, selection of shares
for redemption shall be made by the Board of Directors of the corporation on a
pro rata basis or in such other equitable manner as the Board shall determine.
The  corporation  shall  cause a notice of the record date set by the Board of
Directors  for  the payment of the Redemption Price (the "Redemption Date") to
be  mailed  to  the  holders of the Series A Preferred Stock to be redeemed at
least  30  days  prior to the Redemption Date.  Following the Redemption Date,
unless  this  corporation  defaults  in  payment  the  Redemption Price on the
Redemption  Date, the holders of the shares of Series A Preferred Stock called
for  redemption  shall  cease  to  have  any  rights  as  stockholders  of the
corporation with respect to such shares called for redemption except the right
to  receive  the  Redemption  Price  upon  surrender  of  the  certificate  or
certificates  representing  the  shares of Series A Preferred Stock called for
redemption,  endorsed  for  transfer to the corporation, and such shares shall
not  be  deemed  to  be  outstanding  for  any  purpose  whatsoever.

6.          Transfer.    The  corporation  shall  keep a register in which the
corporation  shall  register  the transfer of any shares of Series A Preferred
Stock.    Upon  presentment  for  registration  of  transfer  of a certificate
representing  shares  of  Series  A Preferred Stock (accompanied by such stock
assignments  or  stock powers as the corporation may require), the corporation
shall  cancel  such  certificate and shall execute and issue to the transferor
and/or  transferee new certificates aggregating a number of shares of Series A
Preferred  Stock  as  is  equal  to  the  number  represented  by the canceled
certificate.

                                  ARTICLE SIX

The  power  to  adopt,  amend,  and  repeal  any  or  all of the Bylaws of the
corporation  is  reserved  to  the  Board  of  Directors  of  the corporation.

                                 ARTICLE SEVEN

Election  of  members  to the Board of Directors need not be by written ballot
unless  the  Bylaws  of  the  corporation  shall  so  provide.

Meetings  of the stockholders of the corporation may be held within or without
the  State  of  Delaware,  as  the  Bylaws  may  provide.    The  books of the
corporation  may  be  kept (subject to any provision contained in the Delaware
General corporation Law) outside the State of Delaware at such place or places
as  may  be  designated  from time to time by the Board of Directors or in the
Bylaws  of  the  corporation.

                                 ARTICLE EIGHT
A  director  of  the  corporation  shall  not  be  personally  liable  to  the
corporation  or  its stockholders for monetary damages for breach of fiduciary
duty  as a director, except for liability (i) for any breach of the director's
duty  of  loyalty  to  the  Corporation  or its stockholders; (ii) for acts or
omissions  not  in  good  faith  or  which involve intentional misconduct or a
knowing  violation  of  law;  (iii)  under Section 174 of the Delaware General
Corporation  Law;  or (iv) for any transaction from which the director derived
an  improper  personal  benefit.    If the Delaware General Corporation Law is
amended  to  authorize  corporate  action  further eliminating or limiting the
personal  liability  of  directors,  then  the  liability of a director of the
corporation  shall be eliminated or limited to the fullest extent permitted by
the  Delaware  General  Corporation  Law,  as  so  amended.    Any  repeal  or
modification  of  this  provision  shall  not  adversely  affect  any right or
protection  of  a  director  of  the  corporation existing at the time of such
repeal  or  modification.    The limitation of liability provided herein shall
continue  after  a  director  has ceased to occupy such position as to acts or
omissions  occurring  during  such  director's  term  of  terms  of  office.

                                 ARTICLE NINE

A.      The corporation shall to the fullest extent authorized by the Delaware
General  Corporation Law, as the same exists or may hereafter be amended (but,
in  the  case  of  any  such amendment, only to the extent that such amendment
permits  the  corporation  to provide broader indemnification rights than such
law  permitted  the corporation to provide prior to such amendment), indemnify
and  hold  harmless  any  person who was or is a party, or is threatened to be
made  a  party  to  or  is  otherwise  involved  in any threatened, pending or
completed  action, suit or proceeding, whether civil, criminal, administrative
or  investigative  by reason of the fact that such person is or was a director
or  officer  of  the  corporation,  or is or was serving at the request of the
corporation  as a director, officer, employee or agent of another corporation,
partnership,  joint venture, trust or other enterprise, including service with
respect  to  an  employee  benefit  plan (hereinafter an "Indemnitee") against
expenses, liabilities and losses (including attorneys' fees, judgments, fines,
excise  taxes  or  penalties  paid  in connection with the Employee Retirement
Income  Security  Act  of  1974,  as  amended, and amounts paid in settlement)
reasonably  incurred  or  suffered by such Indemnitee in connection therewith;
provided,  however,  that  except  as provided in this section with respect to
proceedings  to  enforce  rights  to  indemnification,  the  corporation shall
indemnify  any  such  Indemnitee  in  connection  with  a  proceeding (or part
thereof)  initiated by such Indemnitee only if such proceeding or part thereof
was  authorized  by  the  board  of  directors  of  this  corporation.

B.        The right to indemnification conferred in this section shall include
the  right  to  be  paid by the corporation the expenses (including attorneys'
fees)  incurred  in  defending  any  such  proceeding  in advance of its final
disposition;  provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an Indemnitee in his capacity
as  a  director or officer (and not in any other capacity in which service was
or  is  rendered by such Indemnitee, including, without limitation, service to
an  employee benefit plan) shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced  if it shall ultimately be determined by final judicial decision from
which  there  is  not  further  right  to  appeal  that such Indemnitee is not
entitled  to be indemnified for such expenses under this section or otherwise.
The  rights to indemnification and to the advancement of expenses conferred in
this  section shall be contract rights and such rights shall continue as to an
Indemnitee  who  has  ceased  to be a director, officer, employee or agent and
shall  inure  to  the  benefit  of  the  Indemnitee's  heirs,  executors  and
administrators.

C.        If a claim under the two preceding paragraphs of this section is not
paid  in  full by the corporation within sixty (60) days after a written claim
has  been  received  by  the corporation, except in the case of a claim for an
advancement  of  expenses, in which case the applicable period shall be twenty
(20)  days,  the  Indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim.  If successful in whole
or  in  part  in  any  such  suit,  or in a suit brought by the corporation to
recover  an  advancement  of expenses pursuant to the terms of an undertaking,
the Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending  such  suit.  In (i) any suit brought by the Indemnitee to enforce a
right  to  indemnification  hereunder  (but  not  in  a  suit  brought  by the
Indemnitee  to  enforce a right to an advancement of expenses) and (ii) in any
suit brought by the corporation to recover an advancement of expenses pursuant
to  the  terms of an undertaking, the corporation shall be entitled to recover
such  expenses  upon  a final adjudication that the Indemnitee has not met any
applicable  standard  for  indemnification  set  forth in the Delaware General
Corporation  Law.  Neither the failure of the corporation (including its board
of  directors,  independent legal counsel, or its stockholders) to have made a
determination  prior  to the commencement of such suit that indemnification of
the  Indemnitee  is proper in the circumstances because the Indemnitee has met
the  applicable  standard  of  conduct  set  forth  in  the  Delaware  General
Corporation Law, nor an actual determination by the corporation (including its
board  of  directors, independent legal counsel, or its stockholders) that the
Indemnitee  has  not  met  such applicable standard of conduct, shall create a
presumption that the Indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the Indemnitee, be a defense to such
suit.    In  any  suit  brought  by  the  Indemnitee  to  enforce  a  right to
indemnification  or to an advancement of expenses hereunder, or brought by the
corporation  to recover an advancement of expenses pursuant to the terms of an
undertaking,  the  burden of proving that the Indemnitee is not entitled to be
indemnified,  or  to  such  advancement  of  expenses  under  this  section or
otherwise  shall  be  on  the  corporation.

D.      The rights to indemnification and advancement of expenses conferred in
this  section  shall not be exclusive of any other rights which any person may
have  or hereafter acquire under any statute, the corporation's certificate of
incorporation,  as  it  may  be  amended  or  restated  from time-to-time, any
agreement,  vote of stockholders or disinterested directors, or otherwise.  No
amendment or repeal of this Article Eight shall apply to or have any effect on
any  right  to  indemnification provided hereunder with respect to any acts or
omissions  occurring  prior  to  such  amendment  or  repeal.

E.          The  corporation  shall  have  the  power to purchase and maintain
insurance,  at  its  expense,  to  protect  itself  and any director, officer,
employee  or  agent  of  the  corporation or another corporation, partnership,
joint  venture, trust or other enterprise (including an employee benefit plan)
against  any  expense, liability or loss, whether or not the corporation would
have  the  power  to  indemnify such person against such expense, liability or
loss  under  the  Delaware  General Corporation Law.  The corporation may also
create  a  trust  fund,  grant  a  security  interest  and/or  use other means
(including,  but not limited to letters of credit, surety bonds and/or similar
arrangements),  as  well  as enter into contracts providing indemnification to
the  full  extent authorized or permitted by law and including as part thereof
provisions  with respect to any or all of the foregoing, to ensure the payment
of  such amounts as may become necessary to effect indemnification as provided
therein,  or  elsewhere.

F.         For purposes of this section, references to the "corporation" shall
include  any  subsidiary  of  this  corporation from and after the acquisition
thereof  by  this  corporation, so that any person who is a director, officer,
employee  or  agent  of  such subsidiary after the acquisition thereof by this
corporation  shall  stand  in  the  same position under the provisions of this
section  as such person would have had such person served in such position for
this  corporation.

G.      The corporation may, to the extent authorized from time to time by the
board  of directors, grant rights to indemnification and to the advancement of
expenses  to any employee or agent of the corporation to the fullest extent of
the  provisions  of  this  section  with  respect  to  the indemnification and
advancement  of  expenses  of  directors  and  officers  of  the  corporation.

                                  ARTICLE TEN

The  name  and  mailing address of the incorporator is Steven P. Johnson, 2525
East  Camelback  Road,  Phoenix,  Arizona  85016.


                                ARTICLE ELEVEN

The  number  of  directors  constituting the initial Board of Directors of the
corporation  is  one (1).  The size of the Board of Directors may be increased
or  decreased  in  the  manner provided in the Bylaws of the corporation.  All
corporate  powers  of  the  corporation  shall  be  exercised  by or under the
direction  of the Board of Directors except as otherwise provided herein or by
law.   The name and address of the persons who are to serve as directors until
the first annual meeting of stockholders or until their successors are elected
and  qualified  are:
<TABLE>
<CAPTION>

<S>                     <C>
Name                    Address
----------------------  -----------------------------------

Ernest C. Garcia, II    2525 East Camelback Road, Suite 510
                        Phoenix, Arizona 85016
</TABLE>



                                ARTICLE TWELVE

Subject to any conditions imposed by law, the corporation expressly denies the
application  of  the Arizona Corporate Takeover Laws, Arizona Revised Statutes
10-2701  et  seq.,  or  any  successor  thereto.

                               ARTICLE THIRTEEN

The  corporation  reserves  the  right  to amend, alter, change, or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter  prescribed  by  the  Delaware  General  corporation  Law.

















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