<PAGE>

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

                                 JUNE 30, 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  August  13, 1997, there were 18,453,080 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 - June 30, 1997 and
 December 31,  1996                                                        3
Condensed Consolidated  Statements of Operations -Three Months and Six
 Months  Ended June 30, 1997 and June 30, 1996                             4
Condensed Consolidated Statements of Cash Flows -Three Months and Six
 Months Ended  June 30, 1997 and June 30, 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 3.a.                                                              i
Exhibit  3.b.                                                            ii
Exhibit 10.a.                                                           iii
Exhibit 10.b.                                                            iv
Exhibit 10.c.                                                             v
Exhibit 11                                                               vi
Exhibit 27                                                              vii
Exhibit 99                                                             viii
</TABLE>
<PAGE>
                  UGLY DUCKLING CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                               JUNE 30,        DECEMBER 31,
                                                 1997            1996
                                           ----------------  --------------
                                             (UNAUDITED- IN THOUSANDS)
ASSETS
<S>                                        <C>               <C>
Cash and Cash Equivalents                  $        41,149   $      18,455 
Finance Receivables:
  Held for Investment                               22,746          52,188 
  Held for Sale                                     50,000           7,000 
                                           ----------------  --------------
        Principal Balances, Net                     72,746          59,188 
  Less: Allowance for Credit Losses                (14,435)         (8,125)
                                           ----------------  --------------
        Finance Receivables, Net                    58,311          51,063 
                                           ----------------  --------------

Residuals in Finance Receivables Sold               27,441           9,889 
Investments Held in Trust                            8,807           3,479 
Notes Receivable                                     9,263           1,063 
Inventory                                           16,576           5,752 
Property and Equipment, Net                         31,143          20,652 
Goodwill and Trademarks, Net                        13,705           2,150 
Other Assets                                        11,615           5,580 
                                           ----------------  --------------
                                           $       218,010   $     118,083 
                                           ================  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable                         $         4,194   $       2,132 
  Accrued Expenses and Other Liabilities            14,891           6,728 
  Notes Payable                                      8,328          12,904 
  Subordinated Notes Payable                        12,000          14,000 
                                           ----------------  --------------
     Total Liabilities                              39,413          35,764 
                                           ----------------  --------------
Stockholders' Equity:
  Common Stock                                     171,317          82,612 
  Retained Earnings (Accumulated Deficit)            7,280            (293)
                                           ----------------  --------------
     Total Stockholders' Equity                    178,597          82,319 
                                           ----------------  --------------

                                           $       218,010   $     118,083 
                                           ================  ==============
</TABLE>






See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements.
<PAGE>

                  UGLY DUCKLING CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
         (In thousands, except earnings per common share - Unaudited)
<TABLE>
<CAPTION>


                                          Three Months Ended               Six Months Ended
                                     June 30, 1997   June 30, 1996   June 30, 1997   June 30, 1996
                                     --------------  --------------  --------------  ---------------
<S>                                  <C>             <C>             <C>             <C>
Sales of Used Cars                   $       27,802  $       15,096  $       46,013  $       30,177
Less:
  Cost of Used Cars Sold                     14,836           8,510          24,000          16,858
  Provision for Credit Losses                 4,848           2,566           8,829           5,172
                                     --------------  --------------  ---------------  --------------
                                              8,118           4,020          13,184           8,147
                                     --------------  --------------  ---------------  --------------

Interest Income                               6,168           4,029          12,608           7,691
Gain on Sale of Finance Receivables           8,231             639          12,810           1,178
                                     --------------  --------------  ---------------  --------------
                                             14,399           4,668          25,418           8,869
                                     --------------  --------------  ---------------  --------------


Other Income                                  2,070             317           3,574             431
                                     --------------  --------------  ---------------  --------------

Income before Operating Expenses             24,587           9,005          42,176          17,447

Operating Expenses                           16,705           6,284          28,111          12,010
                                     --------------  --------------  ---------------  --------------

Operating Income                              7,882           2,721          14,065           5,437

Interest Expense                                567           1,638           1,336           3,289
                                     --------------  --------------  ---------------  --------------

Earnings before Income Taxes                  7,315           1,083          12,729           2,148

Income Taxes                                  3,004               -           5,156               -
                                     --------------  --------------  ---------------  --------------

Net Earnings                         $        4,311  $        1,083  $        7,573  $        2,148
                                     ==============  ==============  ===============  ==============

Earnings per Share                   $         0.23  $         0.13  $         0.43  $         0.26
                                     ==============  ==============  ===============  ==============

Shares Used in Computation                   18,980           6,380          17,780           6,136
                                     ==============  ==============  ===============  ==============
</TABLE>



See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements.

<PAGE>
                  UGLY DUCKLING CORPORATION AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

                    SIX MONTHS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
                                                               1997          1996
                                                          ---------------  ---------
                                                          (UNAUDITED - IN THOUSANDS)
<S>                                                       <C>              <C>
Cash Flows from Operating Activities:
  Net Earnings                                            $        7,573   $  2,148 
     Adjustments to Reconcile Net Earnings to Net
       Cash Provided by Operating Activities:
     Provision for Credit Losses                                   8,829      5,172 
     Gain on Sale of Finance Receivables                         (12,810)    (1,178)
     Finance Receivables Held for Sale                           (91,252)      (579)
     Proceeds from Sale of Finance Receivables                   113,785          - 
     Decrease (Increase) in Deferred Income Taxes                    105       (226)
     Depreciation and Amortization                                 1,458        701 
     Increase in Inventory                                        (6,820)       (57)
     Decrease (Increase) in Other Assets                          (5,189)       136 
     Increase in Accounts Payable, Accrued Expenses, and
       Other Liabilities                                           7,997      2,710 
     Increase in Income Taxes Receivable/Payable                   2,302      1,360 
                                                          ---------------  ---------
          Net Cash Provided by Operating Activities               25,978     10,187 
                                                          ---------------  ---------
Cash Flows from Investing Activities:
  Increase in Finance Receivables                                (26,160)   (44,300)
  Collections of Finance Receivables                              24,855     19,010 
  Proceeds from Sale of Finance Receivables                            -     18,410 
  Increase in Investments Held in Trust                           (5,328)    (5,995)
  Increase in Notes Receivable                                    (8,853)         - 
  Collections of Notes Receivable                                    652         75 
  Purchase of Property and Equipment                             (10,600)    (2,056)
  Payment for Purchase of Assets of Seminole Finance Co.
    and EZ Plan, Inc.                                            (29,920)         - 
  Other, Net                                                           -        (12)
                                                          ---------------  ---------
          Net Cash Used in Investing Activities                  (55,354)   (14,868)
                                                          ---------------  ---------
Cash Flows from Financing Activities:
  Repayments of Notes Payable                                    (34,476)       (79)
  Net Repayment of Subordinated Notes Payable                     (2,000)   (10,221)
  Proceeds from Issuance of Common Stock                          88,705     14,945 
  Other, Net                                                        (159)    (1,120)
                                                          ---------------  ---------
          Net Cash Provided by Financing Activities               52,070      3,525 
                                                          ---------------  ---------
Net Increase (Decrease) in Cash and Cash Equivalents              22,694     (1,156)
Cash and Cash Equivalents at Beginning of Period                  18,455      1,419 
                                                          ---------------  ---------
Cash and Cash Equivalents at End of Period                $       41,149   $    263 
                                                          ===============  =========
</TABLE>

See  accompanying  notes  to  Condensed  Consolidated  Financial  Statements.
<PAGE>
                           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  reflects  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  FINANCE  RECEIVABLES  PRINCIPAL  BALANCES,  NET
                ------------------------------------------------------------

Following  is  a summary of Finance Receivables Principal Balances, Net, as of
June  30,  1997  and  December  31,  1996  (in  thousands):

<TABLE>
<CAPTION>
                              June 30,   December 31,
                                1997         1996
                              ---------  -------------
<S>                           <C>        <C>
Principal Balances            $  71,663  $      58,281
Add:  Accrued Interest              642            718
      Loan Origination Costs        441            189
                              ---------  -------------
Principal Balances, Net       $  72,746  $      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.        ACQUISITIONS
                ------------

On  January  15, 1997, the Company acquired substantially all of the assets of
Seminole  Finance  Corporation  and  related companies ("Seminole"), including
five  dealerships  in  Tampa/St.  Petersburg  and  a  contract  portfolio  of
approximately  $31.1  million  (6,953 contracts) 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.

On  April 1, 1997, the Company purchased substantially all of the assets of EZ
Plan,  Inc.  (EZ  Plan),  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 (6,297 contracts) in
exchange  for  $26.3 million in cash. The combination of the Company's audited
consolidated  statement of operations for the year ended December 31, 1996 and
EZ  Plan's audited combined statement of operations for the same period (as if
the  EZ  Plan  acquisition  had  taken  place  on  January 1, 1996) results in
combined  net  earnings  for the year ended December 31, 1996 of $5.9 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  EZ  Plan  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
EZ  Plan  to  differ  materially  from  1996  results  because  the  Company's
management  intends  to  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.

The following summary, prepared on a pro forma basis combines the consolidated
results of operations (unaudited) for the six months ended June 30, 1997 as if
the  acquisitions  had  been  consummated  as of January 1, 1997.  Comparative
information  for  1996  for  the  acquired  businesses  is  not  available (in
thousands,  except  per  share  data).
<TABLE>
<CAPTION>
<S>                 <C>
                    Six Months Ended
                    June 30, 1997
                    -----------------
Sales of Used Cars  $          61,173
Interest Income                27,082
Other Income                    4,571
                    -----------------
Total Revenues      $          92,826
                    =================
Net Earnings        $           4,971
                    =================
Earnings per Share  $            0.28
                    =================
</TABLE>


NOTE 5.        USE OF ESTIMATES
               ----------------

The  preparation of financial statements requires management to make estimates
and  assumptions that affect the reported amount of assets and liabilities and
disclosure  of  contingent assets and liabilities at the date of the financial
statement  and  the  reported  amounts  of  revenues  and  expenses during the
reporting period. Actual results could differ from those estimates.

NOTE  6.        RECLASSIFICATIONS
                -----------------

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


























<PAGE>
                                    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. The Company
undertakes  no  obligation  to  publicly  update or revise any forward looking
statements,  whether  as a result of new information, future events, or other-
wise. 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
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 (Seminole).  In
March  1997, the Company opened its first used car dealership in the Las Vegas
market.    In April 1997, the Company acquired selected assets of a Company in
the  business  of  selling  and financing used motor vehicles, including seven
dealerships  located  in  the  San Antonio market (EZ Plan).  In addition, the
Company  opened  two  additional dealerships in the Albuquerque market and one
additional dealership in the Phoenix market during the second quarter of 1997.

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 June 30, 1997,
the  Company  had  72  branch offices in 19 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 primarily secured by the
dealers'  retail  installment  contract  portfolios  and  inventory.

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.  The registration of the resale of 
the shares  sold in  the  private  placement  was  effective  in  April  1997.

On  July 11, 1997, the Company entered into an agreement in principle with the
senior  bank  group  of  First  Merchants  Acceptance  Corporation ("FMAC") to
purchase the secured debt of FMAC held by such group.  The debt totals approx-
imately  $103  million.  FMAC filed for reorganization under Chapter 11 of the
Federal  Bankruptcy  Code  on  that  date.   In connection with the bankruptcy
proceedings, the Company, which owns approximately 2 1/2% of FMAC's outstanding
common stock with a cost basis of approximately $1.5 million, agreed to provide
up to $10 million of "debtor in possession" financing to FMAC, of which approx-
imately $3.0 million was outstanding at August 14, 1997.  The more significant
terms of the proposed purchase of senior debt provide, among other things, for
(i)  purchase  by the Company of the debt at a 10% discount of the outstanding
principal  amount; (ii) short-term  financing by the bank group to the Company
for  the  purchase,  with  interest  accruing at LIBOR plus 2% and an up-front
payment  by  the Company to the bank group equal to 20% of the purchase price;
and  (iii)  issuance  of  stock  warrants  to the bank group to purchase up to
500,000  shares  of the Company's common stock at an exercise price of $20 per
share  over  a thirty-month term and subject to a call feature by the Company.
The  purchase is subject to certain conditions, including, but not limited to,
bankruptcy  court approval,  unless waived by the bank group, and execution of 
definitive agreements.

The  following  discussion  and  analysis  provides  information regarding the
Company's consolidated financial position as of June 30, 1997 and December 31,
1996, and its results of operations for the three month periods ended June 30,
1997  and  1996,  respectively,  and the six month periods ended June 30, 1997
and 1996, respectively.

Growth  in Finance Receivables.  As a result of the Company's rapid expansion,
contract  receivables serviced increased by 111% to $231.7 million at June 30,
1997  (including  $160.0  million  in  contracts  serviced under the Company's
Securitization  Program)  from  $109.9 million at December 31, 1996 (including
$51.7  million  in  contracts  serviced  under  the  Company's  Securitization
Program).    The  Company  operated  24 and 7 dealerships at June 30, 1997 and
1996,  respectively,  and  72 and 13 branch offices at June 30, 1997 and 1996,
respectively.










<PAGE>
The following  tables  reflect  the growth in period end balances measured in
terms  of  the  principal  amount  and  the  number  of  contracts.
<TABLE><CAPTION>
                             TOTAL CONTRACTS OUTSTANDING
                   (IN THOUSANDS, EXCEPT NUMBER OF CONTRACTS)
                                            JUNE 30,            DECEMBER 31,
                                     -----------------------  -----------------------
                                             1997                     1996
                                     -----------------------  -----------------------
                                      PRINCIPAL     NO. OF     PRINCIPAL     NO. OF
                                       AMOUNT     CONTRACTS     AMOUNT     CONTRACTS
                                     -----------  ----------  -----------  ----------
<S>                                  <C>          <C>         <C>          <C>
Company Dealerships                  $  110,972      23,904   $   49,066       9,615 
Third Party Dealers                     120,734      25,188       60,878      12,942 
                                     -----------  ----------  -----------  ----------
Total Portfolio Serviced                231,706      49,092      109,944      22,557 
                                     -----------  ----------  -----------  ----------
Less Portfolio Securitized and Sold    (160,043)    (32,638)     (51,663)    (10,612)
                                     -----------  ----------  -----------  ----------
  Company Total                      $   71,663      16,454   $   58,281      11,945 
                                     ===========  ==========  ===========  ==========
</TABLE>
The  following  tables  reflect the growth in contract originations by Company
Dealerships  and contract purchases from Third Party Dealers 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 JUNE 30,
                     ------------------------------------------
                              1997                1996
                     ---------------------  ---------------------
                     PRINCIPAL    NO. OF    PRINCIPAL    NO. OF
                       AMOUNT    CONTRACTS    AMOUNT    CONTRACTS
                     ----------  ---------  ----------  ---------
<S>                  <C>         <C>        <C>         <C>
Company Dealerships  $   52,034     10,006  $   13,462      1,852
Third Party Dealers      50,139      9,374      10,017      1,844
                     ----------  ---------  ----------  ---------
  Total              $  102,173     19,380  $   23,479      3,696
                     ==========  =========  ==========  =========
</TABLE>
<TABLE><CAPTION>
                    TOTAL CONTRACTS ORIGINATED/PURCHASED
                  (IN THOUSANDS, EXCEPT NUMBER OF CONTRACTS)
                              SIX MONTHS ENDED JUNE 30,
                     --------------------------------------------
                              1997                  1996
                     ---------------------  ---------------------
                     PRINCIPAL    NO. OF    PRINCIPAL    NO. OF
                       AMOUNT    CONTRACTS    AMOUNT    CONTRACTS
                     ----------  ---------  ---------   ---------
<S>                  <C>         <C>        <C>         <C>
Company Dealerships  $   99,379     19,069  $   27,097      3,838
Third Party Dealers      91,649     16,911      17,203      3,112
                     ----------  ---------  ----------  ---------
  Total              $  191,028     35,980  $   44,300      6,950
                     ==========  =========  ==========  =========
</TABLE>
Finance  Receivable  Principal  Balances originated/purchased during the three
months  ended  June  30, 1997 increased by 335.2% to $102.2 million, including
$24.3  million in conjunction with the EZ Plan acquisition, from $23.5 million
in the three month period ended June 30, 1996.  For the six month period ended
June  30,  1997,  Finance  Receivable  Principal Balances originated/purchased
increased  by  331.2%  to  $191.0  million,  including  $55.4 million from the
Seminole  and EZ Plan acquisitions, from $44.3 million in the six month period
ended  June  30,  1996.



















































<PAGE>
RESULTS  OF  OPERATIONS
FOR  THREE  MONTHS  ENDED  JUNE  30,  1997
COMPARED  TO  THREE  MONTHS  ENDED  JUNE  30,  1996

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.

Sales  of  Used  Cars.  Sales of Used Cars increased by 84.2% to $27.8 million
for  the  three  month  period  ended June 30, 1997 from $15.1 million for the
three  month  period  ended  June 30, 1996. This growth reflects a significant
increase  in  the  number  of  used  car  dealerships in operation. Units sold
increased  by  84.0%  to  3,806 units in the three month period ended June 30,
1997  from  2,069  units  in the three month period ended June 30, 1996.  Same
store  unit  sales  declined  by 21.1% in the three months ended June 30, 1997
compared  to  the  three months ended June 30, 1996.  This is primarily due to
the  increased  emphasis  on  underwriting  at  the  Company  Dealerships,
particularly  one  dealership  where  unit sales decreased by 252 units, which
represents  55.9%  of  the  decrease for the three month period ended June 30,
1997  compared  to  the  same  period  in  1996.

The  average  sales  price  per car increased slightly to $7,305 for the three
month  period ended June 30, 1997 from $7,296 for the three month period ended
June  30,  1996.

Cost of Used Cars Sold and Gross Margin.  The Cost of Used Cars Sold increased
by  74.3% to $14.8 million for the three month period ended June 30, 1997 from
$8.5  million  for  the  three month period ended June 30, 1996. On a per unit
basis,  the  Cost  of Used Cars Sold decreased by 5.2% to $3,898 for the three
month  period ended June 30, 1997 from $4,113 for the three month period ended
June  30,  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
96.9%  to  $13.0  million  for the three month period ended June 30, 1997 from
$6.6  million  for the three month period ended June 30, 1996. As a percentage
of  sales,  the  gross  margin was 46.6% and 43.6% for the three month periods
ended  June  30,  1997 and 1996, respectively.  On a per unit basis, the gross
margin  per  car  sold was $3,407 and $3,183 for the three month periods ended
June  30,  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 88.9%
to  $4.8  million  in  the  three  month  period ended June 30, 1997 from $2.6
million for the three month period ended June 30, 1996. On a percentage basis,
the  Provision  for  Credit  Losses per unit originated at Company Dealerships
decreased  by 2.0% to $1,358 per unit in the three month period ended June 30,
1997  from $1,386 per unit in the three month period ended June 30, 1996. As a
percentage  of  contract  balances originated, the Provision for Credit Losses
averaged  18.7%  and 19.1%, for the for the three month periods ended June 30,
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 finance
receivables  from  Company  Dealership  sales , interest on Third Party Dealer
finance receivables, and income from Residuals in Finance Receivables Sold.

Company  Dealership  Receivables  - Interest Income increased by 10.1% to $2.8
million  for  the three month period ended June 30, 1997 from $2.6 million for
the  three  month  period  ended  June 30, 1996. Interest Income was adversely
affected  by  sales of $104.0 million in Company Dealership contract principal
balances  since  inception  of  the Securitization Program, including sales of
$30.7  million  in  Company  Dealerships  contract  principal  balances in the
quarter  ended  June  30,  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 93.1% of sales revenue and 95.4% of the used cars sold at
Company Dealerships for the three month period ended June 30, 1997 compared to
89.2%  of  sales  revenue and 89.5% of  the used cars sold for the three month
period  ended  June 30, 1996.  The average amount financed decreased to $7,246
for the three month period ended June 30, 1997 from $7,269 for the three month
period  ended  June  30,  1996.   Primarily  as a result of its expansion into
markets  with interest rate limits, the Company's yield on its Company Dealer-
ship  Receivable contract portfolio has trended downward.  The effective yield
on  Finance  Receivables from Company Dealerships was 26.0% and 28.9%, for the
three  month  periods ended June 30, 1997 and 1996, respectively.  The Company
charges  the maximum interest rate permitted in those states that impose usury
limits.

Third  Party  Dealer Receivables - Interest Income increased by 129.3% to $3.3
million  for  the  three month period ended June 30, 1997 from $1.5 million in
the  three  month  period  ended June 30, 1996.  Interest Income was adversely
affected  by  sales of $106.0 million in Third Party Dealer contract principal
balances  since  inception  of  the Securitization Program, including sales of
$50.4 million in Third Party Dealer contract principal balances in the quarter
ended  June  30,  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.
Primarily as a result of its expansion into  markets with interest rate limits,
the  Company's  yield on its Third Party Dealer contract portfolio has trended
downward.  Portfolio  yield  was 24.1% and 26.2%, for the three month periods 
ended June 30, 1997 and 1996, respectively.

Interest  income  is  effected  by  the  impact  of the Company's Residuals in
Finance  Receivables  Sold.  To  the  extent  that  cash  flows are deficient,
charge-offs  of  finance receivables exceed original estimates, or assumptions
that  were  applied  at  the  time  of  the  securitization  to the underlying
portfolio  are  not  realized, the Company is required to revalue the residual
portion  of  the  securitization  which  it  retains,  and  record a charge to
operations.  During the three months ended June 30, 1997, the Company recorded
a  loss  on  its  Residuals in Finance Receivables Sold of $661,000 due to the
level  of  charge  offs  in  the  underlying portfolios.  As of June 30, 1997,
management  does  not  believe that there is an impairment in the valuation of
the  Residuals  in  Finance  Receivables  Sold.

<PAGE>
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.
CRC  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. CRC is also required to then make additional deposits
to  the  spread  account from the residual cash flow (through the trustees) 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 June 30, 1997, CRC made initial spread account
deposits  totaling  $3.2 million. Additional net deposits through the trustees
during  the  three  months ended June 30, 1997 totaled $739,000 resulting in a
total  balance in the spread accounts of $7.9 million as of June 30, 1997.  In
connection  therewith,  the  specified  spread account balance, based upon the
aforementioned  specified  percentages of the balances of the underlying port-
folios, as of June 30, 1997 was $11.9 million, resulting in additional funding
requirements  from future cash flows as of June 30, 1997 of $4.0 million.  The
additional funding requirements will decline as the trustees deposit additional
cash  flows into the spread account and as the principal balance of the under-
lying finance receivables declines.

The contracts transferred to the Trusts were purchased by CRC from either CAC,
Champion  Financial Services ("CFS"), or Ugly Duckling Car Sales Florida, Inc.
("UDCSF"),  other  subsidiaries  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, CFS, and UDCSF.

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.  The
amount of Gain on Sale of Loans recognized  is a function of a number of items
including,  but  not  limited  to, the seasoning, remaining term, and weighted
average  net interest rate spread of the portfolio sold, as well as the amount
of Allowance for Credit Losses available for release.  The amount of Allowance
for  Credit Losses available for release is evaluated in light of the adequacy
of  the  Allowance  for  Credit  Losses  as a percentage of contract principal
balances  outstanding.    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.

<PAGE>
The  Company utilizes a number of estimates in arriving at the Gain on Sale of
Loans.   With  the   exception  of  the  Company's  first  two  securitization
transactions  which  took  place  during  the  first  six  months of 1996, the
estimated  cash  flows into the Trusts were discounted with a rate of 16%. The
two securitization transactions that took place during the first six months of
1996  were discounted with a rate of 25%.  For contracts originated at Company
Dealerships,  net  losses  were  estimated using total expected cumulative net
losses  at  loan  origination  of  approximately  26.0%,  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.    The  Company  classifies  the  residuals  as
"held-to-maturity"  securities  in  accordance  with  SFAS  No.  115.

The  Company  securitized  an aggregate of $81.1 million in contracts, issuing
$65.2  million  in securities to SunAmerica during the three months ended June
30,  1997.  Pursuant  to these transactions, the Company reduced its Allowance
for Credit Losses by $14.9 million during the three months ended June 30, 1997
and  retained  a  residual  in the contracts sold of $27.4 million at June 30,
1997.  The Company also recorded Gain on Sale of Loans during the three months
ended June 30, 1997 of $8.2 million, net of expenses, compared to $639,000 for
the  same  period  in  1996.    The  gain  on sale of loans as a percentage of
principal  balance  securitized  in the three month period ended June 30, 1997
was  9.8%  and  10.4%  for  the  Company  Dealership  and  Third  Party Dealer
portfolios  securitized,  respectively,  compared  to  5.7%  for  the  Company
Dealership  portfolio  securitized  in  the  three month period ended June 30,
1996.  The  significant  difference in the gain percentage is primarily due to
the  fact that the portfolios securitized in the three month period ended June
30,  1996  were much more seasoned, resulting in a much shorter remaining life
than the portfolios securitized in the three month period ended June 30, 1997.

During the three months ended June 30, 1997, the Trusts issued certificates to
Sun  America at a weighted average yield of 7.46% with the yields ranging from
7.13%  to  7.71%,  resulting in net spreads, after servicing and trustee fees,
ranging  from  13.4%  to  17.8%,  and  averaging  14.2%.

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.

As of June 30, 1997, the Company has substantially utilized its maximum commit-
ment  from,  and  does not expect to complete any further securitizations with
SunAmerica under the Securitization Program.

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 553.0% to $2.0
million  for  three  months  ended  June  30, 1997 from $317,000 for the three
months  ended  June  30,  1996.  The  Company  services  the $210.0 million in
contracts  sold  for  monthly  fees  ranging from .25% to .33% of beginning of
period  principal  balances  (3%  to 4% annualized).  Servicing Income for the
three  months  ended  June 30, 1997 increased to $1.1 million from $194,000 in
the  three  month period ended June 30, 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 an increase in
earnings on investments of $500,000, compared to no investment earnings in the
three  month  period  ended  June  30,  1996.   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 173.0% to $24.6 million
for the three month period ended June 30, 1997 from $9.0 million for the three
month  period  ended  June  30,  1996.  Growth of Sales of Used Cars, Interest
Income  on  the  loan  portfolios  and  Gain on Sale of Loans were the primary
contributors  to  the  increase.

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 June 30,
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 84.8% to $2.3 million
for the three month period ended June 30, 1997 from $1.2 million for the three
month period ended June 30, 1996. As a percentage of Sales of Used Cars, these
expenses  averaged  8.1%  for  each  of the three month periods ended June 30,
1997  and  1996.   On a per unit sold basis, Selling and Marketing Expenses of
Company  Dealerships increased marginally to $593 per unit for the three month
period ended June 30, 1997 from $591 per unit for the three month period ended
June  30,  1996.

General  and  Administrative  Expenses.    General and Administrative Expenses
increased by 189.6% to $13.6 million for the three month period ended June 30,
1997  from  $4.7 million for the three month period ended June 30, 1996. These
expenses represented 30.7% and 23.4% of total revenues for three month periods
ended  June 30, 1997, and 1996, respectively. For the three month period ended
June  30, 1997 approximately 36.0% of General and Administrative Expenses were
attributable  to  Company  Dealership  sales, approximately 21.9% to portfolio
servicing  activities,  approximately  23.1% to Third Party Dealer activities,
and  approximately  19.0%  to  corporate  overhead. For the three month period
ended  June  30,  1996,  approximately  45.0%  of  General  and Administrative
Expenses were attributable to Company Dealership sales, approximately 19.6% to
portfolio  servicing  activities,  approximately  13.8%  to Third Party Dealer
activities,  and  approximately  21.6%  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 131.7% to $855,000 for the three month period ended
June  30,  1997  from $369,000 for the three month period ended June 30, 1996.
The  increase  was  due  primarily to the increase in amortization of goodwill
associated  with the Company's recent acquisitions, and increased depreciation
expense  from  the  addition  of  used  car dealerships and Third Party Dealer
Branch  offices. For the three month period ended June 30, 1997, approximately
41.9%  of  these  expenses  were  attributable  to  Company  Dealership sales,
approximately  30.5% to portfolio servicing activities, approximately 10.2% to
Third  Party Dealer activities, and approximately 17.4% to corporate overhead.
For  the  three month period ended June 30, 1996, approximately 20.6% of these
expenses were attributable to Company Dealership sales, approximately 51.5% to
portfolio  servicing  activities,  approximately  11.2%  to Third Party Dealer
activities, and approximately 16.7% to corporate overhead.

Interest  Expense.    Interest  expense  decreased by 65.4% to $567,000 in the
three  month  period  ended June 30, 1997 from $1.6 million in the three month
period  ended  June 30, 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 $3.0 million in the three month period
ended  June  30,  1997, an effective rate of 41.1%.  In the three month period
ended  June  30,  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.









































<PAGE>
RESULTS  OF  OPERATIONS
FOR  SIX  MONTHS  ENDED  JUNE  30,  1997
COMPARED  TO  SIX  MONTHS  ENDED  JUNE  30,  1996

Sales  of  Used  Cars.  Sales of Used Cars increased by 52.5% to $46.0 million
for  the  six  month period ended June 30, 1997 from $30.2 million for the six
month period ended June 30, 1996. This growth reflects increases in the number
of used car dealerships in operation, and average unit sales price. Units sold
increased  by 49.9% to 6,278 units in the six month period ended June 30, 1997
from  4,188 units in the six month period ended June 30, 1996. Same store unit
sales  declined by 18.1% in the six months ended June 30, 1997 compared to the
six  months  ended  June  30,  1996.  This is due to the increased emphasis on
underwriting  at  the  Company  Dealerships, particularly one dealership where
unit  sales decreased by 562 units, which represents 71.0% of the decrease for
the  six month period ended June 30, 1997 compared to the same period in 1996.

The  average sales price per car increased by 1.7% to $7,329 for the six month
period ended June 30, 1997 from $7,205 for the six month period ended June 30,
1996.

Cost of Used Cars Sold and Gross Margin.  The Cost of Used Cars Sold increased
by  42.4%  to  $24.0 million for the six month period ended June 30, 1997 from
$16.9  million  for  the  six  month period ended June 30, 1996. On a per unit
basis,  the  Cost  of  Used  Cars Sold decreased by 5.0% to $3,823 for the six
month  period  ended  June 30, 1997 from $4,025 for the six month period ended
June  30,  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
65.3% to $22.0 million for the six month period ended June 30, 1997 from $13.3
million  for  the  six  month  period  ended June 30, 1996. As a percentage of
sales,  the  gross  margin was 47.8% and 44.1% for the six month periods ended
June  30,  1997 and 1996, respectively.  On a per unit basis, the gross margin
per  car  sold  was $3,506 and $3,180 for the six month periods ended June 30,
1997  and  1996,  respectively.

Provision  for  Credit  Losses.  The  Provision for Credit Losses increased by
70.7%  to  $8.8  million in the six month period ended June 30, 1997 over $5.2
million  for  the  six  month  period  ended  June  30, 1996. This includes an
increase  of  $720,000  in  the  Provision  for Credit Losses in the six month
period ended June 30, 1997 for Third Party Dealer Finance Receivables over the
six  month  period  ended June 30, 1996 when the Company recorded no Provision
for  Credit Losses for Third Party Dealer Finance Receivables. On a percentage
basis,  the  Provision  for  Credit  Losses  per  unit  originated  at Company
Dealerships  increased  by  12.6%  to  $1,517 per unit in the six month period
ended  June  30,  1997 over $1,348 per unit in the six month period ended June
30,  1996.  As a percentage of contract balances originated, the Provision for
Credit  Losses  averaged 17.5% and 19.1%, for the six month periods ended June
30,  1997  and  1996,  respectively.

Interest  Income.   Interest  Income consists primarily of interest on finance
receivables  from  Company  Dealership  sales,  interest on Third Party Dealer
finance receivables, and income from Residuals and Finance Receivables Sold.

Company  Dealership  Receivables  - Interest Income increased by 13.9% to $5.9
million for the six month period ended June 30, 1997 from $5.2 million for the
six  month  period ended June 30, 1996. Interest Income was adversely affected
by  sales  of $104.0 million in Company Dealership contract principal balances
since  inception  of  the  Securitization  Program,  including  sales of $45.8
million  in  Company  Dealership contract principal balances in the six months
ended  June  30,  1997,  and will continue to be affected in future periods by
additional  securitizations.   The Company financed 91.6% of sales revenue and
92.7%  of  the  used cars sold at Company Dealerships for the six month period
ended  June  30, 1997 compared to 89.8% of sales revenue and 91.6% of the used
cars  sold  for  the six month period ended June 30, 1996.  The average amount
financed increased to $7,244 for the six month period ended June 30, 1997 from
$7,060 for the six month period ended June 30, 1996. As a result of its expan-
sion into markets with interest rate limits, the Company's yield on its Company
Dealership  Receivable  contract portfolio has trended downward. The effective
yield on Finance Receivables from Company Dealerships was 27.9% and 28.9%, for
the six month periods ended June 30, 1997 and 1996, respectively.  The Company
charges  the maximum interest rate permitted in those states that impose usury
limits.

Third  Party  Dealer Receivables - Interest Income increased by 166.4% to $6.7
million  for the six month period ended June 30, 1997 from $2.5 million in the
six  month period ended June 30, 1996.  Interest Income was adversely affected
by  sales  of $106.0 million in Third Party Dealer contract principal balances
since inception of the Securitization Program, including sales of $96.0 million
in Third Party Dealer contract principal balances in the six months ended June
30,  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 a
result of its expansion into markets with interest rate limits, the Company's 
yield  on  its  Third  Party  Dealer  contract portfolio has trended downward.
Portfolio yield was 25.1%, and 26.5%, for the six month periods ended June 30,
1997 and 1996, respectively.

Gain  on  Sale of Finance Receivables.  Through June 30, 1997, the Company had
securitized  an  aggregate  of  $210.0  million  in  contracts, issuing $170.4
million  in  securities  to  SunAmerica.   Pursuant to these transactions, the
Company  reduced  its  Allowance for Credit Losses by $21.8 million during the
six  months  ended  June  30,  1997. The Company also recorded Gain on Sale of
Loans  during  the  six  months  ended  June 30, 1997 of $12.8 million, net of
expenses,  compared  to  $1.2 million for the same period in 1996. The Gain on
Sale  of  Loans  as a percentage of principal balance securitized was 9.0% for
each  of  the Company Dealership and Third Party Dealer portfolios securitized
in  the six month period ended June 30, 1997, compared to 4.9% for the Company
Dealership  portfolio securitized in the six month period ended June 30, 1996.
The  significant difference in the gain percentage is due to the fact that the
portfolios  securitized  in  the  first six months of 1996 were more seasoned,
resulting  in a much shorter remaining life than the portfolios securitized in
the first six months of 1997.

During  the  six  months  ended June 30, 1997, the Company made initial spread
account  deposits  totaling  $3.2 million. Additional net deposits through the
trustees  during  the  six  months  ended  June  30, 1997 totaled $1.9 million
resulting in a total balance in the spread accounts of $7.9 million as of June
30,  1997.

Since inception of the securitization program with Sun America, the Trusts have
issued  certificates  to Sun America at a weighted average yield of 7.95% with
the  yields  ranging  from  7.13%  to  8.62%,  resulting in net spreads, after
servicing  and trustee fees, ranging from 12.5% to 17.8%, and averaging 14.7%.

Other  Income.    Other  Income  which 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 increased by 729.2% to $3.6 million
for six months ended June 30, 1997 from $431,000 for the six months ended June
30,  1996.   The  Company  services  the  $210.0 million in contracts sold for
monthly  fees  ranging  from  .25%  to  .33%  of beginning of period principal
balances  (3%  to  4%  annualized).  Servicing Income for the six months ended
June  30, 1997 increased to $1.7 million from $248,000 in the six month period
ended  June  30, 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 an increase in earnings on investments
of  $1.2  million  compared  to no investment earnings in the six month period
ended June 30, 1996.  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 141.7% to $42.2 million
for  the  six  month period ended June 30, 1997 from $17.4 million for the six
month  period  ended  June  30,  1996.  Growth of Sales of Used Cars, Interest
Income  on  the  loan  portfolios  and  Gain on Sale of Loans were the primary
contributors  to  the  increase.

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

Selling and Marketing Expenses.  For the six month periods ended June 30, 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 67.6% to $3.8 million for the six
month  period  ended  June 30, 1997 from $2.3 million for the six month period
ended  June  30,  1996.  As a percentage of Sales of Used Cars, these expenses
averaged  8.2%  and  7.5%  for  the six month periods ended June 30, 1997, and
1996,  respectively.  On a per unit sold basis, Selling and Marketing Expenses
of  Company  Dealerships increased by 11.8% to $604 per unit for the six month
period  ended  June 30, 1997 from $540 per unit for the six month period ended
June  30,  1996.    This  increase  is  primarily  due  to increased marketing
production  costs,  and  an  increase  in  marketing  in  the  Tampa  Bay/St.
Petersburg,  San Antonio, Las Vegas, and Albuquerque markets where the Company
initially  commenced  operations  in the six month period ended June 30, 1997,
combined  with  a  decrease  in  same  store  unit  sales.

General  and  Administrative  Expenses.    General and Administrative Expenses
increased  by  152.7% to $22.9 million for the six month period ended June 30,
1997  from  $9.0  million  for the six month period ended June 30, 1996. These
expenses  represented  30.5% and 22.9% of total revenues for six month periods
ended  June  30,  1997, and 1996, respectively. For the six month period ended
June  30, 1997 approximately 35.6% of General and Administrative Expenses were
attributable  to  Company  Dealership  sales, approximately 20.0% to portfolio
servicing  activities,  approximately  23.8% to Third Party Dealer activities,
and  approximately 20.6% to corporate overhead. For the six month period ended
June 30, 1996, approximately 46.7% of General and Administrative Expenses were
attributable  to  Company  Dealership  sales, approximately 19.1% to portfolio
servicing  activities,  approximately  13.4% to Third Party Dealer activities,
and  approximately  20.8%  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  108.0%  to  $1.5 million for the six month period
ended  June  30,  1997  from  $701,000 for the six month period ended June 30,
1996.  The  increase  was  due  primarily  to  the increase in amortization of
goodwill  associated  with  the  Company's  recent acquisitions, and increased
depreciation expense from the addition of used car dealerships and Third Party
Dealer  offices.   For the six month period ended June 30, 1997, approximately
38.3%  of  these  expenses  were  attributable  to  Company  Dealership sales,
approximately  32.0% to portfolio servicing activities, approximately 11.0% to
Third  Party Dealer activities, and approximately 18.7% to corporate overhead.
For  the  six  month  period ended June 30, 1996, approximately 21.4% of these
expenses were attributable to Company Dealership sales, approximately 52.4% to
portfolio  servicing  activities,  approximately  10.7%  to Third Party Dealer
activities, and approximately 15.5% to corporate overhead.

Interest  Expense.  Interest expense decreased by 59.4% to $1.3 million in the
six month period ended June 30, 1997 from $3.3 million in the six month period
ended  June  30,  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 $5.2 million in the six month period ended
June 30, 1997, an effective rate of 40.5%.  In the six month period ended June
30,  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,
and  through  nonrefundable  acquisition discounts on contracts purchased from
Third  Party  Dealers.  The  Allowance  on  contracts  originated  at  Company
Dealerships  increased  to  23.3% of outstanding principal balances as of June
30,  1997  compared  to  23.0%  as  of  December  31, 1996. The Allowance as a
percentage  of Third Party Dealer contracts increased to 15.5% from 12.7% over
the  same  period.    The  Allowance as a percentage of the Company's combined
contract  portfolio increased to 20.1% at June 30, 1997 from 13.9% at December
31,  1996.    The increase in the Allowance percentage is primarily due to the
composition  of the total portfolio with an increase in the Company Dealership
Receivable  portfolio relative to the total portfolio compared to December 31,
1996.














<PAGE>
The following table reflects activity in the Allowance, as well as information
regarding charge off activity, for the three month periods ended June 30, 1997
and  1996,  in  thousands.
<TABLE>
<CAPTION>


                                        COMPANY DEALERSHIPS     THIRD PARTY DEALERS
                                      ------------------------  -------------------
                                          THREE MONTHS ENDED    THREE MONTHS ENDED
                                                JUNE 30,             JUNE 30,
                                      ------------------------  ------------------
                                         1997         1996        1997      1996
                                      -----------  -----------  ---------  -------
<S>                                   <C>          <C>          <C>         <C>
Allowance Activity:
Balance, Beginning of Period          $    9,223   $   6,400   $  6,219   $1,350 
Provision for Credit Losses                4,848       2,566          -        - 
Discount Acquired                          6,708           -      5,782    1,109 
Reduction Attributable to Loans Sold      (8,414)     (1,265)    (6,509)       - 
Net Charge Offs                           (2,436)     (1,727)      (986)    (385)
                                      -----------  ----------  ---------  -------
Balance, End of Period                $    9,929   $   5,974   $  4,506   $2,074 
                                      ===========  ==========  =========  =======

Charge off Activity:
Principal Balances:
  Collateral Recovered                $   (2,406)  $  (1,342)  $ (1,210)  $ (525)
  Collateral Not Recovered                  (548)       (815)      (196)    (134) 
                                      -----------  ----------  ---------  -------
  Total Principal Balances                (2,954)     (2,157)    (1,406)    (659)
  Accrued Interest                             -        (205)         -      (29)
  Recoveries, Net                            518         635        420      303 
                                      -----------  ----------  ---------  -------
Net Charge Offs                       $   (2,436)  $  (1,727)  $   (986)  $ (385) 
                                      ===========  ==========  ==========  =======
Net Charge Offs as % of Average
  Principal  Outstanding                     4.2%        5.8%       2.0%     2.9%
                                      ===========  ==========  ==========  =======
</TABLE>



















<PAGE>
The following table reflects activity in the Allowance, as well as information
regarding  charge  off activity, for the six month periods ended June 30, 1997
and  1996,  in  thousands.


<TABLE>
<CAPTION>
                                       COMPANY DEALERSHIPS       THIRD PARTY DEALERS
                                      ------------------------  ---------------------
                                           SIX MONTHS ENDED         SIX MONTHS ENDED
                                               JUNE 30,                 JUNE 30,
                                      ------------------------  ---------------------
                                         1997          1996        1997        1996
                                      -----------  -----------  -----------  --------
<S>                                   <C>          <C>          <C>          <C>
Allowance Activity:
Balance, Beginning of Period          $    1,625   $    7,500   $    6,500   $ 1,000 
Provision for Credit Losses                8,109        5,172          720         - 
Discount Acquired                         15,309            -       11,132     1,830 
Discount accreted to interest income           -            -         (642)        - 
Reduction Attributable to Loans Sold     (11,082)      (2,924)     (10,742)        - 
Net Charge Offs                           (4,032)      (3,774)      (2,462)     (756) 
                                      -----------  -----------  -----------  --------
Balance, End of Period                $    9,929   $    5,974   $    4,506   $ 2,074 
                                      ===========  ===========  ===========  ========
Allowance as Percent of Period
  Ended Principal Balance                   23.3%       23.6%        15.5%      8.1%
                                      ===========  ===========  ===========  ========
Charge off Activity:
Principal Balances:
  Collateral Recovered                $   (4,546)  $   (3,596)  $   (2,807)  $(1,067)
  Collateral Not Recovered                  (670)      (1,277)        (660)     (225) 
                                      -----------  -----------  -----------  --------
  Total Principal Balances                (5,216)      (4,873)      (3,467)   (1,292)
  Accrued Interest                             -         (372)           -       (59)
  Recoveries, Net                          1,184         1,471        1,005       595 
                                      -----------  -----------  -----------  --------
Net Charge Offs                       $   (4,032)  $    (3,774)  $   (2,462)  $  (756)
                                      ===========  ===========  ===========  ========
Net Charge Offs as % of Average
  Principal  Outstanding                    10.4%         11.7%         3.7%      4.0%
                                      ===========  ===========  ===========  ========
</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 June 30,
1997  were  4.2% of the average principal balance outstanding compared to 5.8%
in  the  three  month  period  ended  June  30,  1996.

Recoveries  as a percentage of principal balances charged off where collateral
has  been recovered averaged 26.0% for the six month period ended June 30, 1997
compared to 40.9% for the six month period ended June 30, 1996.  The decrease
is  primarily  due  to  a decrease in the amounts received upon disposition of
collateral.

Net  Charge  Offs  -  Third  Party  Dealers.    Net  Charge Offs for contracts
purchased  from  Third  Party Dealers in the three month period ended June 30,
1997  were  2.0% of the average principal balance outstanding compared to 2.9%
in the three month period ended June 30, 1996. The Company purchases contracts
from   Third  Party  Dealers,  at  discounts  averaging  approximately  11.6%,
contracts  with average principal balances of approximately $5,550 and bearing
an  average  APR  of  24.1%.

Recoveries  as a percentage of principal balances charged off where collateral
has been recovered averaged 35.8% for the six month period ended June 30, 1997
compared  to 55.8% for the six month period ended June 30, 1996.  The decrease
is  primarily  due  to  a decrease in the amounts received upon disposition of
collateral.

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.

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 a 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.

<PAGE>
  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 completed by customer before
charge  off.

POOL'S CUMULATIVE NET LOSSES AS PERCENTAGE OF POOL'S ORIGINAL
                          AGGREGATE PRINCIPAL BALANCE
<TABLE>
<CAPTION>
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%  19.6%  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%  14.2%  19.7%  21.9%  22.4%
3rd Quarter  2.8%   8.2%  12.2%  16.5%  18.6%  19.5%
4th Quarter  2.4%   7.7%  11.3%  16.9%  20.0%  21.0%
1995:
1st Quarter  1.1%   7.4%  12.5%  17.8%  20.3%  21.4%
2nd Quarter  1.7%   7.1%  12.1%  16.7%  19.6%     x
3rd Quarter  2.0%   7.0%  11.1%  18.1%  21.7%.    - 
4th Quarter  1.2%   5.6%  10.8%  17.7%     x      - 
1996:
1st Quarter  1.4%   7.6%  13.2%  20.5%     -      - 
2nd Quarter  2.2%   9.2%  14.0%     x      -      - 
3rd Quarter  1.6%   7.2%  12.9%     -      -      - 
4th Quarter  1.6%   8.7%     x      -      -      - 
1997:
1st Quarter  2.5%     x      -      -      -      - 
2nd Quarter    x      -      -      -      -      - 
</TABLE>

Trends  set  forth  in  the  table  above  indicate  a  deterioration  in  the
performance  of  the  associated  loan  portfolio.    Management  believes the
deterioration   is   primarily   attributable  to  less  effective  collection
procedures  resulting  from  a  loan  servicing and collection data processing
system  conversion  in  the first and second quarters of 1997 rather than from
any  fundamental  change in loan quality or underwriting.  However, should the
trend  continue,  an  increase  in  the  Allowance  for  Credit  Losses may be
necessary via a charge to the Provision for Credit Losses, and a write-down in
the  Residual  in  Finance  Receivables  Sold  may  also  be  necessary.

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 4.0% and
2.3%  as  of  June  30,  1997  and  December 31, 1996, respectively. Principal
balances  61  to  90  days  delinquent  as  a  percentage of total outstanding
contract  principal  balances  totaled  1.4%  and 0.6% as of June 30, 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 June 30, 1997
and  December  31,  1996.
  CONTRACTS  PURCHASED  FROM  THIRD  PARTY  DEALERS

Non-refundable acquisition discount ("Discount") acquired totaled $5.8 million
and  $1.1  million  for  the three month periods ended June 30, 1997 and 1996,
respectively.  The  Discount,  attributable  to  Third  Party  Dealer  branch
purchases,  averaged approximately 11.6% as a percentage of principal balances
purchased  in the three month period ended June 30, 1997, compared to 11.1% in
the three month period ended June 30, 1996.  For the six months ended June 30,
1997  and  1996,  Discount  acquired  totaled  $11.1 million and $1.8 million,
respectively.  As a percentage of contracts purchased, Discount averaged 11.6%
and  10.6%  during  the  same  periods,  respectively.  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  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 completed by customer before
charge  off.

         POOL'S CUMULATIVE NET LOSSES AS PERCENTAGE OF POOL'S ORIGINAL
                          AGGREGATE PRINCIPAL BALANCE
<TABLE><CAPTION>
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%  10.2%
3rd Quarter  1.2%  3.7%  4.6%   6.3%  7.5%     x
4th Quarter  1.0%  4.3%  6.7%   9.2%    x      - 
1996:
1st Quarter  0.8%  3.7%  6.9%  10.8%    -      - 
2nd Quarter  1.6%  6.2%  9.7%     x     -      - 
3rd Quarter  1.3%  6.1%  9.4%     -     -      - 
4th Quarter  1.5%  7.5%    x      -     -      - 
1997:
1st Quarter  1.3%    x     -      -     -      - 
2nd Quarter    x     -     -      -     -      - 
</TABLE>

Trends  set  forth  in  the  table  above  indicate  a  deterioration  in  the
performance  of  the  associated  loan  portfolio.    Management  believes the
deterioration  is  primarily  attributable  to  less  effective  collection
procedures  resulting  from  a  loan  servicing and collection data processing
system  conversion  in  the first and second quarters of 1997 rather than from
any  fundamental  change in loan quality or underwriting.  However, should the
trend  continue,  an  increase  in  the  Allowance  for  Credit  Losses may be
necessary via a charge to the Provision for Credit Losses, and a write-down in
the  Residual  in  Finance  Receivables  Sold  may  also  be  necessary.

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 are not a
material  consideration for management's evaluation of the current Third Party
Dealer portfolio. Therefore, 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 3.8% and
3.1%  as  of  June  30,  1997  and  December 31, 1996, respectively. Principal
balances  61  to  90  days  delinquent  as  a  percentage of total outstanding
contract  principal  balances  totaled  1.7%  and  1.1%  as  June 30, 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  June  30,  1997  and  December  31,  1996.

During  1996 and continuing throughout 1997, 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  as
expected.   Further,  the Company underwent a conversion of its loan servicing
system  on February 1, 1997.  In the opinion of management, delinquencies were
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 increased by 155.0% to
$26.0  million for the six month period ended June 30, 1997 from $10.2 million
in the six month period ended June 30, 1996. The increase was primarily due to
an  increase  in  proceeds  from  sales  of finance receivables, provision for
credit  losses,  and  increases  in  Accounts Payable, Accrued Liabilities and
Other  Liabilities  offset  by increases in Finance Receivables Held for Sale,
Gain  on  Sale  of  Finance  Receivables, and increases in Inventory and Other
Assets.

The Net Cash Used in Investing Activities increased by 272.3% to $55.4 million
in  the  six  months  ended June 30, 1997 from $14.9 million in the six months
ended  June  30, 1996. The increase was due to an increase in notes receivable
of $8.9 million, an increase in the purchase of property and equipment of $8.5
million,  and  the  purchase  of  the assets of Seminole and EZ Plan for $29.9
million.

The  Company's  Net  Cash  Provided by Financing Activities increased to $52.1
million  in  the  six  months ended June 30, 1997 from $3.5 million in the six
months  ended  June  30,  1996.  This increase was primarily the result of the
$88.7  million in proceeds from the Company's sale of common stock, net of the
$34.5  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 June 30, 1997, the Company's borrowing capacity
under the Revolving Facility was $49.9 million, the aggregate principal amount
outstanding  under  the Revolving Facility was approximately $100,000, and the
amount  available  to  be  borrowed  under the facility was $35.5 million. The
Revolving Facility bears interest at the 30-day LIBOR plus 3.60%, payable daily
(total rate of 9.30% as of June 30, 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.  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 June 30, 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.  Subsequent to June 30,
1997,  the  Company's  Board of Directors approved the prepayment of the $12.0
million  in  subordinated  debt  subject  to  certain conditions including the
Company's  completion of a debt offering.  No such prepayment has been made as
of  the  date  of  filing  of  this  form  10-Q.

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 six month period ended June 30,
1996,  the  Company  paid  a  total  of  $567,000 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
has provided the Company with a source of funding in addition to the Revolving
Facility.  At  the  closing  of each securitization, CRC 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
cost  of  funds 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.    As  of  June  30,  1997,  the  Company had
substantially  utilized  its  maximum  commitment from, and does not expect to
complete  any further securitizations with SunAmerica under the Securitization
Program. The Company is actively seeking to identify alternative securitization
participants.   Failure  to  identify  new  securitization participants and to
periodically  engage  in securitization transactions will adversely affect the
Company.

In  connection  with  its  securitization transactions with SunAmerica, CRC 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 per-
centage  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 princi-
pal  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 CRC from the pledged spread account.

On  July 18, 1997, the Company filed a Form S-3 registration statement for the
purpose  of  registering  up  to $200 million of its debt securities in one or
more  series at prices and on terms to be determined at the time of sale.  The
registration statement was declared effective by the Securities and Exchange 
Commission in  July 1997.

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  opened  a new dealership in
Phoenix,  Arizona  and two new dealerships in Albuquerque, New Mexico, and has
three  other  dealerships  in Phoenix, Arizona currently under development. In
addition,  the  Company opened 30 new Branch Offices during the second quarter
of  1997,  and  recently  completed  expansion  of  its contract servicing and
collection  facility.

On  April  1, 1997, the Company completed the purchase of 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 for a purchase price of $26.3 million
in  cash.   In  addition,  the  Company  intends to open 10 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).  Further, on July 11, 1997, the
Company  entered into an agreement to provide "debtor in possession" financing
to  First  Merchants  Acceptance Corporation in an amount up to $10.0 million.
The Company intends to finance these expenditures through operating cash flows
and  supplemental  borrowings, including amounts available under the Revolving
Facility and Securitization Program, if any.

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.

In  June  1997,  the  Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS
No.  130).    This  statement  is  effective  for  interim  and fiscal periods
beginning  after December 15, 1997, and requires the Company to classify items
of other comprehensive income by their nature in a financial statement, and to
display  the accumulated balance of other comprehensive income separately from
retained  earnings and additional paid-in capital in the equity section of the
statement  of  financial  position.  Management of the Company does not expect
that  the adoption of SFAS No. 130 will have a material impact on the Company.

In  June  1997,  the  Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  131,  "Disclosures about Segments of an
Enterprise  and  Related  Information"  (SFAS  No.  131).    This statement is
effective for fiscal years beginning after December 15, 1997, and requires the
Company to report information about operating segments in its annual financial
statements  and  further requires the Company to disclose selected information
about  operating  segments  in  interim  reports  to  shareholders.    It also
establishes  standards  for  related  disclosures about products and services,
geographic  areas,  and  major  customers.  Management of the Company does not
expect  that  the  adoption of SFAS No. 131 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 as a defendant in civil suits
filed  by customers in state, local, or small claims courts.  Additionally, in
the  ordinary  course of business, the Company is a defendant in various other
types  of  legal proceedings.  There can be no assurance that the Company will
not  be  a target of similar claims and legal proceedings 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 adverse 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.

     None.

Item  5.          Other  Information.

     None.

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

     (a)          Exhibits

          Exhibit  3.a - Certification of Incorporation of the Company 
                         Amended and Restated as of May 15, 1997

          Exhibit  3.b - By-laws of the Company

          Exhibit 10.a - Employment Agreement between the Company and 
                         Russell Grisanti

          Exhibit 10.b - Company's Long-Term Incentive Plan Restated as of 
                         March 14, 1997

          Exhibit 10.c - First  Amendment to Agreement of Purchase and Sale of
                         Assets dated June 6, 1997 to agreement dated December
                         31, 1996.

          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 second quarter of 1997, the Company filed, pursuant to Items 5
and  7, four reports on Form  8-K or Form 8-K/A.  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 acqui-
sition  will be filed later when it is available and incorporated by reference
the  previously  filed agreement of purchase and sale of assets for the acqui-
sition. 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 issued in a private placement had been declared
effective.  The  third  report on Form 8-K/A2 dated January 15, 1997 and filed
May  14,  1997,  revised  certain financial statements related to the Seminole
acquisition  by  the  Company. The fourth report on Form 8-K/A1 dated April 1,
1997  and  filed  June  11, 1997, amended an earlier Form 8-K to add financial
statements  and  pro  forma information related to the E-Z Plan acquisition by
the  Company.   After  the second quarter 1997, the Company filed, pursuant to
Items  5 and 7, one report on Form 8-K. This report on Form 8-K dated July 17,
1997  and  filed July 18, 1997, included a copy of the Company's press release
entitled  "Ugly  Duckling  Corporation  to Purchase Secured Bank Debt of First
Merchants Acceptance Corporation."



















<PAGE>

                                   SIGNATURE
                                   ---------

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


Ugly  Duckling  Corporation


Date:  August  14,  1997
       -----------------


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

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



































                            S-1
<PAGE>


                                EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER       DESCRIPTION
-------      -----------
<S>          <C>
 3.a         Certification of Incorporation of the Company Amended and
             Restated as of May 15, 1997
 3.b         By-Laws of the Company
10.a         Employment Agreement Between the Company and Russell Grisanti
10.b         Company's Long-Term Incentive Plan Restated as of March 14, 1997
10.c         First Amendment to Agreement of Purchase and Sale of Assets
             Dated June 6, 1997 to Agreement Dated December 31, 1996.
11           Statement Regarding Computation of Earnings Per Share
27           Financial  Data  Schedule
99           Cautionary  Statement  Regarding  Forward  Looking  Statements

</TABLE>