<PAGE> 1
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                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC 20549
                                     
                             ----------------
                                     
                                FORM 10-QSB
                                     
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                                     
              For the quarterly period ended January 31, 1997
                                     
                         ------------------------
                                     
                      Commission File Number: 0-18108
                                     
                         ------------------------
                                     
                        FINET HOLDINGS CORPORATION
          (Exact name of registrant as specified in its charter)
                                     
                                 DELAWARE
                         (State or jurisdiction of
                      incorporation or organization)
                                     
                            3021 CITRUS CIRCLE
                          WALNUT CREEK, CA 94598
                  (Address of principal executive office)
                                     
                                94-3115180
                   (IRS Employer Identification Number)
                                     
                              (510) 988-6550
           (Registrant's telephone number, including area code)
                                     
                         JANUARY 1 TO DECEMBER 31
 (Former name, former address and former fiscal year, if changed since last
                                  report)
                                     
Indicate  by  check mark whether the registrant has (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities 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
filing requirements within the past 90 days.

                               Yes 'X'  No.

The  number of shares outstanding of each of the issuer's classes of common
stock  was 18,811,823 shares of common stock, par value $.01, as of January
31, 1997.
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<PAGE> 2
                        FINET HOLDINGS CORPORATION
                                     
                                   INDEX

<TABLE>
Item  Description
Page
----  -------------------------------------------------------------------
----
<S>   <C>
<C>
                      PART I - FINANCIAL INFORMATION

1.    Financial Statements

      Unaudited Balance Sheet............................................
3
        January 31, 1997

      Unaudited Statements of Operations
        Three Months Ended January 31, 1997 and 1996.....................
4
        Nine Months Ended January 31, 1997 and 1996......................
5

      Unaudited Statements of Cash Flow..................................
6
        Nine Months Ended January 31, 1997 and 1996

      Notes to Unaudited Financial Statements............................
8

2.    Management's Discussion and Analysis of Financial Condition
        and Results of Operations........................................
14


                        PART II - OTHER INFORMATION

1.    Legal Proceedings..................................................
19

2.    Changes in Securities..............................................
19

6.    Exhibits and Reports on Form 8-K...................................
20

      Signatures.........................................................
21




<PAGE> 3

                       PART I. FINANCIAL INFORMATION

                           FINANCIAL STATEMENTS

</TABLE>
<TABLE>
                        FINET HOLDINGS CORPORATION
                        CONSOLIDATED BALANCE SHEET
                                (UNAUDITED)
<CAPTION>
                                                                January 31,
                                                                   1997
                                                               ------------
<S>                                                            <C>
                                  ASSETS
Cash.........................................................  $   216,753
Accounts receivable from sales of mortgage
  loans and servicing rights.................................    4,139,387
Mortgage loan servicing advances and
  other receivables..........................................      877,700
Notes receivable.............................................       72,000
Mortgages held for sale     .................................    6,964,472
Owned servicing rights.......................................      571,298
Furniture, fixtures and equipment, net of
  accumulated depreciation of $1,484,532.....................    1,098,919
Other assets.................................................      669,803
                                                               ------------
    Total assets.............................................  $14,610,332
                                                               ============
                                     
                   LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Warehouse line of credit (Note 6)............................  $10,755,526
Accounts payable.............................................      401,411
Note payable and capitalized leases (Note 6).................    1,149,600
Accrued expenses and other liabilities.......................      995,760
Convertible debenture, net (Note 6)..........................      935,803
Liabilities subject to compromise (Note 11)..................      909,346
                                                               ------------
    Total liabilities........................................   15,147,446
                                                               ------------
Stockholders' equity:

Preferred stock, $.01 par value, (100,000 shares
  authorized, 0 shares issued and outstanding)...............  $         -
Common stock, $.01 par value, (30,000,000 shares
  authorized, 18,811,823 shares issued and outstanding)......      252,902
Paid in capital..............................................      380,878
Accumulated deficit..........................................   (1,170,894)
                                                               ------------
    Total stockholders' equity (deficit).....................     (537,114)
                                                               ------------
    Total liabilities and stockholders' equity..............   $14,610,332
                                                               ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 4I
<TABLE>
                        FINET HOLDINGS CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<CAPTION>
                                                     THREE MONTHS ENDED
                                                         January 31,
                                                  -------------------------
-
                                                      1997          1996
                                                  ------------  -----------
-
<S>                                               <C>           <C>
REVENUES
Gain on sale of servicing rights.(Note 10)......  $ 1,305,344   $ 1,327,047
Loss on sale of mortgage loans..................     (275,385)
(776,095)
Interest income.................................      339,843       599,425
Loan servicing fees.............................      167,518       244,167
Retail broker fees..............................       11,380         1,092
Marketing leads.................................       40,552          -
Other...........................................       (3,023)       12,184
                                                  ------------  -----------
-
    Total revenues..............................    1,586,229     1,407,820

EXPENSES
Compensation and employee benefits..............      767,655       590,889
Interest expense................................      345,300       562,485
Office..........................................      154,063       192,591
Marketing.......................................      164,514        65,843
Professional fees...............................      142,504        94,063
Depreciation and amortization...................      112,901        75,823
Occupancy.......................................       85,636        55,849
Insurance.......................................        7,806        13,146
Data processing services........................       24,217        18,968
Other...........................................      330,397        25,068
                                                  ------------  -----------
-
    Total expenses..............................    2,134,993     1,694,725
                                                  ------------  -----------
Loss before income taxes and extraordinary
  gain on liabilities subject to compromise.....     (548,764)
(286,905)

Income tax expense..............................            -             -
                                                  ------------  -----------
-
Net loss before extraordinary gain on
 liabilities subject to compromise..............     (548,764)
(286,905)

Extraordinary gain on liabilities subject to
  compromise (Note 11)..........................       33,026             -

NET LOSS AFTER EXTRAORDINARY GAIN ON
  LIABILITIES SUBJECT TO COMPROMISE.............  $  (515,738)  $
(286,905)
                                                  ============
============
NET LOSS PER COMMON SHARE (Note 4)..............        $(.04)
$(.03)
                                                  ============
============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING (Note 4)..........................   13,605,912     8,400,000
                                                  ============
============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 5
<TABLE>
                        FINET HOLDINGS CORPORATION
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)
<CAPTION>
                                                      NINE MONTHS ENDED
                                                         January 31,
                                                  -------------------------
-
                                                      1997          1996
                                                  ------------  -----------
-
<S>                                               <C>           <C>
REVENUES
Gain on sale of servicing rights................  $ 3,219,951   $ 2,853,801
Loss on sale of mortgage loans..................   (1,496,658)
(986,033)
Interest income.................................      927,910     1,640,407
Loan servicing fees.............................      529,822       751,609
Retail broker fees..............................       30,774         2,497
Marketing leads.................................       18,350             -
Other...........................................       62,879        32,210
                                                  ------------  -----------
-
    Total revenues..............................    3,293,028     4,294,491

EXPENSES
Compensation and employee benefits..............    2,059,056     1,395,939
Interest expense................................      953,754     1,488,979
Office..........................................      662,916       540,693
Marketing.......................................      269,842       187,741
Professional fees...............................      338,271       271,596
Depreciation and amortization...................      295,653       225,891
Occupancy.......................................      193,387       165,620
Insurance.......................................       23,321        32,643
Data processing services........................       70,355        60,362
Other...........................................      366,236        39,795
                                                  ------------  -----------
-
    Total expenses..............................    5,232,791     4,409,259
                                                  ------------  -----------
-
Loss before income taxes and extraordinary
  gain on liabilities subject to compromise.....   (1,939,763)
(114,768)

Income tax expense..............................            -             -
                                                  ------------  -----------
-
Net loss before extraordinary gain on
  liabilities subject to compromise.............   (1,939,763)
(114,768)

Extraordinary gain on liabilities subject to
  compromise (Note 11)..........................       33,026             -

NET LOSS AFTER EXTRAORDINARY GAIN ON
  LIABILITIES SUBJECT TO COMPROMISE.............  $(1,906,737)  $
(114,768)
                                                  ============
============
NET LOSS PER COMMON SHARE (Note 4)..............        $(.19)
$(.01)
                                                  ============
============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING(Note 4)...........................   10,135,304     8,400,000
                                                  ============
============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
<PAGE> 6

<TABLE>
                        FINET HOLDINGS CORPORATION
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (UNAUDITED)
<CAPTION>
                                                         NINE MONTHS ENDED
                                                            January 31,
                                                          1997
1996
                                                     ------------- --------
-----
<S>                                                  <C>           <C>
Cash flows from operating activities:
 Net loss........................................... $ (1,906,737) $
(114,768)
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Depreciation and amortization.....................      295,653
225,891
  Extraordinary gain on liabilities subject to
   compromise.......................................      (33,026)
-
  Provision for losses on loans and real
   estate owned.....................................       49,407
(58,737)
  Loss on disposition of property, plant and
   equipment........................................        9,052
3,179
 Changes in operating assets and liabilities:
  Decrease (increase) in receivables from sales
   of mortgage loans and loan servicing rights......    7,286,043
(238,131)
  Mortgage loans originated......................... (278,512,500)
(375,391,740)
  Mortgage loans sold...............................  282,173,357
366,540,570
  Increase in originated mortgage servicing
   rights, net......................................     (829,111)
(665,311)
  Decrease (increase) in mortgage loan servicing
   advances and other receivables...................      181,224
(276,543)
  Increase in prepaids and other assets.............     (430,622)
(126,478)
  (Decrease) increase in accounts payable, accrued
   expenses and other liabilities...................     (155,603)
210,863
                                                     ------------- --------
-----
  Net cash provided by (used in) operating activities   8,127,137
(9,891,205)
                                                     ------------- --------
-----
Cash flows used in investing activities:
 Purchase of mortgage servicing rights..............     (286,263)
-
 Purchase of furniture, fixtures and equipment......      (54,432)
(65,403)
 Proceeds of sale of life insurance to officer......      165,630
-
 Creditors' settlements paid with cash..............      (26,365)
-
 Purchase of common stock...........................     (180,000)
-
 Acquisition of MMI and PAMN........................       50,162
-
                                                     ------------- --------
-----Net cash used in investing activities...............     (331,268)
(65,403)
                                                     ------------- --------
-----
<PAGE> 7

Cash flows from financing activities:
 Proceeds from issuance of common stock.............    2,825,000
-
 Net (decrease) increase in warehouse borrowings....   (8,976,181)
9,706,547
 Proceeds from advances on note payable and line
  of credit.........................................    1,850,000
2,650,000
 Principal payments on note payable and line of
  credit............................................   (2,208,441)
(2,250,000)
 Proceeds of life insurance cash surrender value
  loan..............................................      158,983
-
 Repayment of life insurance cash surrender value
  loan..............................................     (158,983)
-
 Cash distributed to former stockholders of MMI.....    (1,040,008)
(106,250)
 Proceeds from notes payable to officers............       724,176
-
 Repayment of notes payable to officers.............      (709,176)
-
 Proceeds of pre-acquisition advances to affiliates.    (1,377,309)
-
 Repayment of pre-acquisition advances repaid by
  affiliates........................................       660,136
-
                                                     ------------- --------
-----
  Net cash (used in) provided by financing activities   (8,251,803)
10,000,297
                                                     ------------- --------
-----
  (Decrease) Increase in cash.......................      (455,934)
43,689

  Cash at beginning of period.......................       672,687
392,210
                                                      ------------- -------
------
  Cash at end of period.............................       216,753
435,899
                                                     =============
=============

Non-cash investing and financial activities (Note 12)

The accompanying notes are an integral part of the consolidated financial
statements.

</TABLE>
<PAGE 8

              THIS AMENDMENT HAS BEEN FILED SOLELY TO CORRECT
    ELECTRONIC TRANSMISSION ERRORS THAT OCCURRED IN THE ORIGINAL FILING

                        FINET HOLDINGS CORPORATION
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  GENERAL

REPORTING ENTITY

Finet  Holdings  Corporation ("Finet" or the "Company")  acquired  Monument
Mortgage,  Inc. ("MMI") on December 31, 1996.  As more fully  discussed  in
Note  3,  the transaction is accounted for as a reverse acquisition whereby
MMI  is  considered the acquiring corporation for accounting and  financial
statement  presentation purposes and MMI's historical financial  statements
are  deemed  to  be  the historical financial statements of  the  reporting
entity.

BUSINESS

Finet  is  a  consumer  oriented, technology and  residential  real  estate
services  integrator and marketing company that, through  its  wholly-owned
subsidiaries,      MMI     and     PreferenceAmerica      Mortgage      and
PreferenceAmericaNetwork ("PAMN"), engages in the business of  originating,
selling and servicing wholesale and retail mortgage loans and offering, and
offers to independent mortgage brokers support services such as call center
operations,  video-conferencing and other related homeowner services.   The
Company's  other subsidiaries, Finet Corporation and FWC Shell  Corporation
and its subsidiaries are all dormant at this time.

Note 2.  BASIS OF PRESENTATION

The  accompanying  unaudited consolidated financial  statements  have  been
prepared  in  accordance with generally accepted accounting principles  for
interim  financial  information and the instructions  of  Form  10-QSB  and
Regulation  S-B.  Accordingly, they do not include all the information  and
footnotes required by generally accepted accounting principles for complete
financial  statements  presentation.  In the  opinion  of  management,  all
adjustments, consisting of normal recurring accruals, considered  necessary
for  a  fair presentation of the results for the interim period  have  been
included.   Operating results for the three and nine months  ended  January
31, 1997 are not necessarily indicative of the results that may be expected
for  the  year  ending  April  30,  1997.   The  accompanying  consolidated
financial  statements  and  the  information  included  under  the  heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"  should be read in conjunction with the consolidated  financial
statements  and related notes of the Company for the year ended  April  30,
1996.  (See Form 8-K filed May 14, 1997)

The  consolidated financial statements of the Company include the  accounts
of  Monument  and  itsMI,  PAMN and their wholly owned  subsidiaries.   All
significant intercompany balances and transactions have been eliminated  in
consolidation.

Note 3.  ACQUISITIONS

On  December  31, 1996, the Company acquired all of the outstanding  common
stock  of  MMI, a non-public mortgage banker, in exchange for  8.4  million
common  shares and a cash payment of $1 million.  For accounting  purposes,
the  cash payment is deemed a dividend payment to the shareholders  of  MMI
and  the acquisition has been treated as a recapitalization of MMI with MMI
as the acquiror (reverse acquisition).  The historical financial statements
prior  to December 31, 1996 are those of MMI and are deemed to be those  of
the  reporting  entity.   Since the Company's operations  were  essentially
dormant  during  the years ended December 31, 1996 and  1995,  the  reverse
acquisition  is  considered a capital transaction rather  than  a  business
combination and, accordingly, pro forma information is not presented.

The  purchase was completed on December 31, 1996Also on December 31,  1996,
the Company acquired all of the outstanding stock of PAMN in exchange for a
$250,000  cash  payment.   PAMN  is  a  California  mortgage  broker  which
commenced operations February 1, 1996.  Prior to the
acquisition,  PAMN  acquired  the  name,  marketing  concepts,   logo   and
capabilities of the Property Transaction Network ("PTN").  The  acquisition
of  PAMN  is  being  accounted for as a purchase and  the  results  of  its
operations                 are                 included                  in
<PAGE> 9

the  consolidated operations of the Company for the period January 1,  1997
through January 31, 1997.  Unaudited pro forma information giving effect to
the acquisition of PAMN as if the acquisition took place May 1, 1996 is  as
follows:

<TABLE>
<CAPTION>
                                                 Nine Months Ended
                                                 January 31, 1997
                                                 -----------------
<S>                                                  <C>
Net sales                                            $ 3,479,111
Net income/(loss)                                     (2,569,412)
Income per common and common equivalent share        $     (0.25)
</TABLE>

Following the reverse acquisition, the Company changed its fiscal year  end
from  December 31 to April 30 to conform to the fiscal year end of MMI  and
PAMN.

Note 4.  NET LOSS PER COMMON SHARE

Net  loss per common share is computed based on the weighted average number
of  shares  outstanding during the periods.  The effects  of  common  stock
equivalents  has  not  been included because they  would  have  been  anti-
dilutive  during  all  periods reported.  The weighted  average  number  of
shares outstanding for net loss per share was 13,605,912 and 8,400,000  for
the  three  months  ended  January 31, 1997  and  1996,  respectively,  and
10,135,304  and 8,400,000 for the nine months ended January  31,  1997  and
1996,  respectively.   The  loss per common  share  computations,  and  the
weighted  average common shares outstanding, for the three and  nine  month
periods ended January 31, 1997, were adjusted to reflect the effects of the
1:2 reverse stock split that occurred in October 1996.

Note 5.  MORTGAGE LOAN SERVICING

The  Company's  origination and servicing activity is concentrated  largely
within   California.   The  Company's  servicing  portfolio  is   primarily
comprised  of  conventional mortgage loans which are not  included  in  the
accompanying  balance sheet and which had an outstanding principal  balance
of  $220169 million, representing 1,629 and 2,946178 loans, at January  31,
1997.   The  majority  of  loans are securitized through  Federal  National
Mortgage  Association ("FNMA") and Federal Home Loan  Mortgage  Corporation
("FHLMC")FNMA and FHLMC programs on a nonrecourse basis whereby foreclosure
losses  are  generally  the  responsibility of the  investor  and  not  the
Company.   In  connection  with  mortgage loan  servicing  activities,  the
Company  segregates escrow and custodial funds in a separate trust  account
and  excludes  this  balance of $2,468,433 at January  31,  1997  from  the
accompanying  balance sheet.  The Company is required to maintain  separate
accounting  records  for  its escrow and custodial  cash  account  and  the
related liabilities.

Servicing  rights  to  mortgage loans with an unpaid principal  balance  of
approximately  $220169 million was pledged as collateral to lenders  as  of
January 31, 1997.

The  Company  has issued various representations and warranties  associated
with  whole  loan  and  bulk  servicing sales which  are  standard  in  the
industry.  These representations and warranties may require the Company  to
repurchase  defective  loans as defined per the  applicable  servicing  and
sales agreements.  The Company experienced no significant losses during the
three  andor  nine months ended January 31, 1997 and 1996 with  respect  to
these representations and warranties.

As a routine part of servicing operations, the servicing portfolio contains
a number of loans that are in the process of foreclosure, or that have been
foreclosed upon by the Company (real estate owned).  The dollar  amount  of
loans in foreclosure and real estate owned represented 3.4% and 1.4% of the
outstanding  servicing portfolio balance as of January 31, 1997  and  1996,
respectively.   The losses (recoveries) arising from foreclosed  loans  and
real estate owned were as follows:
<PAGE> 10

<TABLE>
<CAPTION>
                           Quarters Ended January 31,     Nine Months Ended
January 31,
                          --------------------------     ------------------
-----------
                                1997           1996                    1997
1996
                           -----        -----                -----       --
---
<S>                       <C>          <C>                  <C>         <C>
Losses   (recoveries)        $69,444        $   (4,209)             $49,407
$(50,641)
</TABLE>

The  Company  carried  fidelity bond coverage of $950,000  and  errors  and
omission coverage of $950,000 as of January 31, 1997.

Note 6.  DEBT

The   Company's   warehouse  borrowings  as  of  January  31,   1997   were
approximately $9 million less than at January 31, 1996.  The  reduction  is
directly attributable to the approximate $10.9 million decrease in Accounts
Receivable from Sales of Mortgage Loans and Servicing Rights, and  Mortgage
Loans  Held  for  Sale, as the warehouse line of credit  is  the  financing
source for these investments  The outstanding balance on the revolving line
of credit was $0 at January 31, 1997 and 1996.

On December 31, 1996, in conjunction with the reverse acquisition of MMI by
FHC,  and the acquisition of PAMN, the Company acquired capitalized  leases
related  to  PAMN operations in the amount of $169,247.  The  Company  also
acquired convertible debt, accrued interest and note payable related to pre-
acquisition  operations  of  FHC  for approximately  $1,240,000.   Of  this
amount,  approximately  $1,170,000 was  retired  through  the  issuance  of
2,373,000 shares of FHC common stock subsequent to January 31, 1997  and  a
cash payment of $50,000 in January, 1997.

At January 31, 1997, the Company had one warehouse line of credit available
with  a  $10  million  committed and an uncommitted $25  million  gestation
facility  expiring  August 31, 1997.  The warehouse line  of  credit  bears
interest  at  the  Federal  Funds  rate plus  a  variable  spread,  and  is
collateralized  by various combinations of mortgage loans  held  for  sale,
receivables  from sales of mortgage loans, other assets of the Company  and
the personal guarantees of the Company's stockholdersformer shareholders of
MMI.   The maximum amount outstanding under the warehouse line at any month
end during the nine months ended January 31, 1997 was $20 million3 million.
The weighted average interest rate during the nine months ended January 31,
1997  was  6.45%  and  7.19%.  The Warehouse Borrowing  Agreements  contain
various financial covenants including net worth computed in accordance with
generally  accepted accounting principles, current ratio and  tangible  net
worth  leverage ratio requirements.  Should an event of default  occur,  as
defined  in the credit agreement, outstanding principal and interest  would
technically be due on demand.  (See Notes 7 and 13)

Of  notes payable, $791,667 is due in three and one quarter years, requires
monthly  payments  of  interest at prime plus 0.625%,  is  secured  by  all
mortgage  loans held for sale and receivables from sales of mortgage  loans
which  have  not  been otherwise pledged to secure the warehouse  lines  of
credit,  and the pledging of FHLMC servicing rights.  The remaining balance
of  $106,525 is a pre-acquisition debt of FHC.  In April, 1997, $100,000 of
the  FHC  debt and accrued interest was settled by the issuance of  233,000
shares of common stock.

From  March,  1996 through October, 1996, the Company entered into  several
capital  leases  to  finance  the  purchase  of  equipment.   The  original
principal balance of the leases was $312,809.  The lease terms were for  36
months.  As of January 31, 1997, the present value of the lease obligations
was $251,408.

In  fiscal year 1995, the Company obtained a revolving line of credit, with
a  maximum  borrowing limit of $1 million, of which $550,000 and  $950  was
outstanding at January 31, 1997.  The line of credit bears interest at  the
highest prime rate quoted by the First National Bank of Chicago plus 0.625%
and  expires on August 31, 1997.  The line of credit is secured by mortgage
loans held for sale, receivables from sales of mortgage loans and a minimum
level of servicing assets.  (See Note 7)
<PAGE> 11

Note 7.  DEBT COVENANTS

At  January  31, 1997, the Company was in violation of three  of  its  debt
covenants related to its warehouse line of credit, its note payable and its
revolving  line  of credit.  The violations were related to  the  Company's
tangible  net  worth,  adjusted tangible net  worth  and  required  minimum
servicing portfolio balance.  Additionally, the acquisition of MMI by Finet
created  a breach of the terms of these borrowing activities as of December
31,  1996.   The  lender  was  formally notified  and,  to  date,  has  not
restricted the Company's borrowing ability.  The Company and the lender are
in the process of renegotiating the existing debt covenants and the Company
has  no  reason  to believe that the negotiations will not  be  successful.
However,  no  assurances can be given that the credit  facilities  will  be
renewed.

Note 8.  INCOME TAXES

Prior  to  December 31, 1996 the Company had elected S Corporation  status.
Accordingly,  prior to that date items of taxable income, credit,  and  tax
preferences  of  the Corporation were primarily the responsibility  of  the
stockholders  and,  as  such, the Corporation was not  subject  to  federal
income taxes.  The Corporation was subject to a state financial corporation
tax.   No  provision or benefit was recorded for the three months and  nine
months ended January 31, 1997 and 1996.

Statement  of Financial Accounting Standards No. 109 requires an asset  and
liability approach for financial accounting and reporting for income taxes.
A  valuation  allowance  for all or a portion of  deferred  tax  assets  is
established  if it is more likely than not that all or some of  a  deferred
tax asset will not be realized.

At  January  31,  1997,  the  Company has US federal  and  state  NOL's  of
approximately  $21 million which will expire beginning in the  fiscal  year
2004.   Due to ownership changes, virtually all of the US federal and state
NOL's  are subject to restrictions.  Such restrictions generally limit  the
Company  to  using  a  portion of the NOL's existing at  the  date  of  the
ownership  changes, based on the fair market values of the Company's  stock
immediately  before the ownership changes.  A significant  portion  of  the
NOL's subject to restriction, approximately $19 million, will be limited to
approximately  $20,000  per  year until  they  expire  in  the  year  2011.
Accordingly,  the  Company  has established a valuation  allowance  against
deferred  tax  assets, except to the extent that future  years'  deductible
items will offset future years' taxable items.

Note 9.  COMMITMENTS AND CONTINGENCIES

Loan Sale Commitments - The Company has entered into optional and mandatory
forward commitments to deliver mortgage loans of $8.5 million as of January
31, 1997.

Mortgage  Loan  Applications in Process - The Company has  open  short-term
commitments to fund mortgage loan applications in process subject to credit
approval.   Such commitments, which had interest rates that were  committed
to  the  borrower,  amount  to  $10.7  million  as  of  January  31,  1997.
Commitments to fund loans are agreements to lend to a customer as  long  as
there  is  no  violation  of  any condition established  in  the  contract.
Interest  rate  risk is mitigated by the use of forward contracts  to  sell
loans to investors.

Contingencies - Certain claims arising in the ordinary course  of  business
have  been  filed against the Company, including one claim by two  previous
stockholders of the CompanyMMI that was resolved on December 31, 1996.  The
claim  sought  a rescission of prior contracts for the sale of  plaintiff's
stock  to the Company's currentMMI's prior stockholders to restore them  to
their former status as minority stockholders of the CompanyMMI.  This claim
was  settled  during  the  fiscal quarter  ended  January  31,  1997.   The
settlement  amount  may not be disclosed as a condition of  the  settlement
agreement, however, said settlement did not have a material adverse  effect
on the Company's financial condition.
<PAGE> 12

Note 10.  GAIN ON SALE OF SERVICING RIGHTS

In January 1997, the Company sold approximately $58 million of loans in the
servicing portfolio and recognized a gain of $581,777.

Note 11.  LIABILITIES SUBJECT TO COMPROMISE AND EXTRAORDINARY GAIN

Prior  to  the December 31, 1996 acquisition, FHC had incurred $968,736  of
unsecured  trade creditor payables.  The Company had settled a majority  of
these  claims  by  April  30, 1997.  The creditors  agreed  to  accept,  on
average, 33.8% of what they were owed.  The payments were made in the  form
of cash and shares of FHC common stock.  The balance of Liabilities Subject
to  Compromise  was  $909,346 at January 31, 1997.  The reduction  of  this
liability  gave  rise to an extraordinary gain of $33,026  during  January,
1997.

Note 12.  SUPPLEMENTAL CASH FLOW INFORMATION

The  following  table presents non-cash investing and financing  activities
for the periods ended January 31, 1997 and 1996:

<TABLE>
<CAPTION>
                                                      1997          1996
                                                 -----------   -----------
<S>                                                 <C>            <C>
Cash paid during the period for:
   Interest on line of credit and other borrowings     965,510
1,488,979
        Income     taxes                                                  -
-
Distributions to prior shareholders:
   Distributions  declared to prior shareholders          740,695         4
47,442
     Distributions   paid   to   shareholders                   (1,040,008)
(106,250)
                                                    -----------    --------
---
Change   in   distributions   payable   to   shareholders         (299,313)
341,192

     Assets   and   lease   obligations   capitalized               165,221
-
    Common   stock   issued   for  creditor   settlements           115,045
-
    Common   stock  issued  for  interest  and  lender   fees       259,557
-
    Common   stock   issued  in  exchange  for   debt             1,170,000
-

Assets acquired in acquisition:
         Cash                                                        50,162
-
     Furniture,    fixtures   and   equipment                       246,307
-
       Other     assets                                             279,702
-
    Accounts   payable   and  other  accrued   expenses         (1,609,408)
-
        Debt                                                    (1,389,247)
-
     Liabilities   subject   to   compromise                      (968,736)
-
       Accumulated     deficit                                    3,391,220
-
</TABLE>

Note 13.  SUBSEQUENT EVENTS

Stockholders'  Equity - During the Company's fourth fiscal quarter,  ending
April  30,  1997,  the Company raised an additional $4,601,038  in  private
placements through the sale of 4,991,250 shares of its common stock.   Also
during  the  fourth  quarter, the Company issued  an  additional  4,951,207
shares of common stock for debt and note payable conversions and creditors'
settlements,  pursuant  to  an  agreement with  pre-acquisition  creditors,
exercise of common stock rights and exercise of stock options.  The  amount
of capital thus raised was $1,274,792.
<PAGE> 13

Gain  on  Liabilities  Subject to Compromise - The  Company  recognized  an
additional extraordinary gain on creditors' settlements of $279,064 in  the
fourth fiscal quarter ended April 30, 1997.

Formation  of New Company - In February, 1997, the Company established  and
incorporated  a  wholly-owned  subsidiary,  Property  Transaction   Network
("PTN").   PTN  provides  a variety of services, including  access  to  the
Company's  mortgage  banking  services,  to  Realtors  and  mortgage   loan
borrowers  through  electronic medium such as  the  Internet.   PTN  became
active in the first quarter of the fiscal year ending April 30, 1998.

Gain  on  Sale  of Servicing Rights - In February, 1997, the  Company  sold
approximately $45 million of loans in the servicing portfolio.  The Company
recognized a gain of $455,081 on the sale.

Borrowing  Arrangements - Residential Funding Corporation ("RFC")  provides
MMI  several  borrowing  arrangements to  support  MMI's  mortgage  banking
activities.  The change of ownership resulting from the acquisition of  MMI
on  December  31, 1996 constituted a breach of the certain terms  of  these
arrangements.  At that time MMI also was in technical violation of  several
financial covenants.  RFC continued to allow the Company to operate without
disruption and subsequent to January 31, 1997 issued a formal waiver of all
then  existing breaches and covenant violations on the condition that Finet
issue a parent company guarantee of MMI's borrowings and that the borrowing
arrangements  expiration  date be accelerated from  December  31,  1997  to
August  31,  1997,  at which time these arrangements  are  expected  to  be
renegotiated  and  renewed.  However, there can be no  assurance  that  the
facilities will be renewed.

NDS  Software Agreement - NDS Software, Inc. ("NDS"), a Nevada corporation,
is a generic software development company, the creator of a Realtor contact
manager  with  an  installed  customer base of several  thousand,  and  the
operator  of  Homeseekers.com, a popular Internet  site  that  gives  daily
updated  informational details on homes listed for sale by Multiple Listing
Services  and  Boards of Realtors in a growing number of areas  around  the
country.   On  May 29, 1997, the Company and NDS entered into an  agreement
whereby  the  Company purchased for $1,101,000 in the form of  $202,000  in
cash  and  202,000 shares of its common stock valued at $4.00 per share,  a
combination  of Internet mortgage leads, software development services  and
rights  to  access and market to certain of NDS' installed  customer  base.
The agreement terms require an adjustment to the share consideration if the
market  price  of the Company's shares is not at or above $4,00  per  share
upon  the earlier of the Company's registration of NDS's shares or June  3,
1997,  to  maintain  a value equal to $808,000 at the time,  to  a  maximum
additional shares issuable to 1,414,000 shares.

REOS  Acquisition  -  One  June  12,  1997,  the  Company  entered  into  a
preliminary agreement with the shareholders of Real Estate Office Software,
Inc.  ("REOS"), a Nevada corporation, to acquire substantially all  of  the
assets and certain of the liabilities of REOS.  The consideration for  this
transaction  is  in the process of being negotiated.  REOS  is  a  software
development  and marketing company who's primary product is  a  proprietary
Realtor  productivity  tool called Real Estate Office.   Pursuant  to  this
agreement,  all former REOS employees are now employees of PTN  engaged  in
final  development  of  an  enhanced Realtor relationship  management  tool
called  the  Agent Connector scheduled for initial introduction in  August,
1997.
<PAGE> 14

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

FORWARD-LOOKING STATEMENTS

Certain  of  the  matters  discussed herein may constitute  forward-looking
statements  within the meaning of the Private Securities Litigation  Reform
Act  of  1995  and  as  such  may  involve  known  and  unknown  risks  and
uncertainties  and  other  factors  that  may  cause  the  actual  results,
performance, or achievements of the Company to be materially different from
any  future  results, performance, or achievements expressed or implied  by
such  forward-looking statements.  The Company undertakes no obligation  to
release  publicly  any  revisions to these  forward-looking  statements  to
reflect  events  or circumstances after the date hereof or to  reflect  the
occurrence of anticipated or unanticipated events.

RESULTS OF OPERATIONS

GENERAL

Finet  is  a  consumer  oriented, technology and  residential  real  estate
services  integrator and marketing company that, through  its  wholly-owned
subsidiaries,      MMI     and     PreferenceAmerica      Mortgage      and
PreferenceAmericaNetwork ("PAMN"), engages in the business of  originating,
selling and servicing wholesale and retail mortgage loans and offering, and
offers to independent mortgage brokers support services such as call center
operations,  video-conferencing and other related homeowner services.   The
Company's  other subsidiaries, Finet Corporation and FWC Shell  Corporation
and its subsidiaries are all dormant at this time.

On  December  31, 1996, the Company acquired all of the outstanding  common
stock  of  MMI,  a  non-public mortgage bank, in exchange for  8.4  million
common  shares and a cash payment of $1 million.  For accounting  purposes,
the  cash payment is deemed a dividend payment to the shareholders  of  MMI
and  the acquisition has been treated as a recapitalization of MMI with MMI
as the acquirer (reverse acquisition).  The historical financial statements
prior  to December 31, 1996 are those of MMI and are deemed to be those  of
the  reporting  entity.   Since the Company's operations  were  essentially
dormant  during  the years ended December 31, 1996 and  1995,  the  reverse
acquisition  is  considered a capital transaction rather  than  a  business
combination and, accordingly, pro forma information is not presented.

The  purchase was completed on December 31, 1996Also on December 31,  1996,
the Company acquired all of the outstanding stock of PAMN in exchange for a
$250,000  cash  payment.   PAMN  is  a  California  mortgage  broker  which
commenced  operations  February 1, 1996.  Prior to  the  acquisition,  PAMN
acquired  the  name,  marketing  concepts, logo  and  capabilities  of  the
Property  Transaction Network ("PTN").  The acquisition of  PAMN  is  being
accounted for as a purchase and the results of its operations are  included
in  the  consolidated operations of the Company for the period  January  1,
1997  through  January  31, 1997.  Unaudited pro forma  information  giving
effect  to the acquisition of PAMN as if the acquisition took place May  1,
1996 is as follows:

During  the  quarter and nine months ended January 31, 1997, the  Company's
primary  business  was  mortgage banking under the auspices  of  MMI.   The
Company's other businesses were in a start up mode in fiscal 1997 and  made
no  significant contributions to revenue, although they incurred some start
up  costs.  Therefore, during the periods ended January 31, 1997 and  1996,
results  of operations varied primarily with the volume of loans originated
and sold.

As the Company's operations are expanding and changing rapidly, the results
of  operations for the quarter and nine month period ended January 31, 1997
are  not  necessarily indicative of results that can be expected in  future
periods.

<PAGE> 15

For  the  Quarter Ended January 31, 1997 Compared to Quarter Ended  January
31, 1996

At  this time, the Company is in the process of implementing a growth  plan
which  will  expand  the  scope of its products and  offerings.   The  1997
periods  include some costs (primarily personnel) in connection  with  this
plan.   The  Company reported a net loss of $515.7 thousand for  the  third
quarter  ended January 31, 1997, compared to a net loss of $286.9  thousand
for the third quarter ended January 31, 1996.  The increase in the net loss
in  1997  is primarily the result of an increase in other expenses of  $300
thousand;  for  the purchase of X.attributable largely to  an  increase  of
$73.7  thousand  in  expenses incurred on foreclosed  loans  and  loans  in
bankruptcy  held  in the servicing portfolio, an increase in  miscellaneous
expense  of  approximately $204.5 thousand attributable  primarily  to  the
settlement  of  outstanding litigation, the write-off of  an  unrecoverable
amount owing from a bulk sale of servicing in a prior year.

REVENUES

Revenues  for  the  quarter ended January 31, 1997 increased  13%  to  $1.6
million  from  $1.4 million for the quarter ended January  31,  1996.   The
increase  in revenues was attributable to improvement in loss  on  sale  of
mortgage loans.

The total gain or (loss) on the sale of mortgages is evaluated by combining
the  Loss  on  Sale  of Mortgage Loans with the Gain on Sale  of  Servicing
Rights,  excluding any gains on sales of servicing rights earned from  bulk
sales  of  servicing originated in prior fiscal years.  The total  gain  on
sale of mortgages/servicing rights (excluding bulk sales of prior year loan
production)  in third fiscal quarter of 1997 was $448 thousand compared  to
$551 thousand in the third fiscal quarter of 1996, a decrease of 19%.

Over  the  same  time periods, total loan volume decreased  47%  from  $160
million  in  1996 to $85 million in 1997.  The margin earned  on  sales  of
mortgage loans/servicing rights improved from 34 basis points in 1996 to 53
basis points in 1997.

Net  interest income (interest earned net of interest charges)  This change
between  the  third quarters and the nine months ended is not material.does
not  show  a  material change for the third quarter of 1997 from  the  same
period  in 1996.  However, the individual components of net interest income
each  decreased  by  approximately 40% in 1997 as compared  to  1996.   The
decrease  is  due to the 47% decrease in loan volume (and consequently  the
number of mortgages held and financed in inventory) from 1996 to 1997.

Loan servicing fee revenues decreased in the quarter ended January 31, 1997
by  31%  to $167.5 thousand from $244.2 thousand in the prior year quarter.
The decrease is a result of ...an approximate 40% decline in 1997 from 1996
in  the  average  outstanding balance of loans serviced  for  others.   The
portfolio  balance declined due to several bulk sales of  servicing  assets
that occurred between January 31, 1996 and January 31, 1997.

EXPENSES

Salaries  and  employee benefits expenses increased 30% to $767.7  thousand
for the quarter ended January 31, 1997 from $590.9 thousand for the quarter
ended January 31, 1996.  The increase is due to
 adding personnel in 1997 as the Company started to implement its
     Interest expense Not material as a net figure - May want to explain on
a  gross level??growth plan, as well as to the impact of consolidating  the
operating  results of Finet, MMI and PAMN for the month of  January,  1997.
Pre-acquisition (December 31, 1996 and prior) results are for MMI only.

Interest  expense decreased 39% or $217.2 thousand to $345.3  thousand  for
the  three months ended January 31, 1997 from $562.5 thousand for the three
months ended January 31, 1996.  The decrease is due to the 47% decrease  in
loan volume (and consequently the number of mortgages held and financed  in
inventory) from 1996 to 1997.
<PAGE> 16

Other  expenses,  which  is  comprised  of  XXXconsists  of  various  items
including  expenses related to the servicing portfolio,  bank  charges  and
processing  fees, clerical errors and losses and other, increased  972%  to
$330.4 thousand for the quarter ended January 31, 1997 as compared to $30.8
thousand for the comparable quarter in 1996.  This increase is a result  of
 ...ttributable  largely  to  an  increase of  $73.7  thousand  in  expenses
incurred  on loans and loans in bankruptcy held in the servicing portfolio,
an  increase  in  miscellaneous  expense of approximately  $204.5  thousand
attributable  primarily  to the settlement of outstanding  litigation,  the
write-off of an unrecoverable amount owing from a bulk sale of servicing in
a  prior  year,  and  the  recognition of the  cost  of  discontinuing  the
Company's operational facility in Denver in fiscal year 1997.

                           RESULTS OF OPERATIONS

Nine  Months  Ended January 31, 1997 Compared to Nine Months Ended  January
31, 1996

GENERAL

The  Company reported a net loss of $1.9 million for the nine months  ended
January  31, 1997, compared to a net loss of $114.8 thousand for  the  nine
months  ended January 31, 1996.  The increase in the net loss is  primarily
the  result  of a decrease in revenues of $1.0 million and an  increase  in
personnel expenses of $663.1 thousand.

REVENUES

Revenues for the nine months ended January 31, 1997 decreased 23%  to  $3.3
million from $4.3 million for the nine months ended January 31, 1996.   The
decrease in revenues was primarily attributable to a drop in funding volume
of $97 million from 1996 to 1997, or 26%.

The  total  gain  or  (loss)  on sale of mortgage  loans  is  evaluated  by
combining  the Gain on Sale of Servicing Rights with the Loss  on  Sale  of
Mortgage  Loans,  excluding any gains on sales of servicing  rights  earned
from bulk sales of servicing originated in prior years.  The total gain  on
sale  of  mortgages thus calculated was $1.1 million for  the  nine  months
ended  January  31, 1997 as compared to $1.9 million for  the  nine  months
ended  January 31, 1996, a decrease of 42%.  Funding volume dropped 26%  in
1997  as compared to 1996 from $375.4 million in 1997 to $278.5 million  in
1996.   The remainder of the decrease in revenue is attributable to a  drop
in  the margin on loans sold from approximately 51 basis points in 1996  to
approximately 39 basis points in 1997.

Interest income decreased for the nine months ended January 31, 1997 by 43%
to  $927.9 thousand from $1,6 million for the nine months ended January 31,
1996.   The  decrease is largely attributable to a 26%  decrease  in  loans
funded and held in inventory from 1996 to 1997.  As well, the average yield
on  loans  held in inventory declined from approximately 8.25% in  1996  to
approximately 7.83% in 1997.

Loan servicing fee revenues decreased in the nine months ended January  31,
1997  by 30% to $529.8 thousand from $751.6 thousand in the prior year nine
months.   The decrease is a result of a 38% drop in the average balance  of
the  loan servicing portfolio from approximately $389.5 million in 1996  to
approximately $241.7 million in 1997.

EXPENSES

Salaries  and employee benefits expenses increased 48% to $2.1 million  for
the  nine  months  ended January 31, 1997 from $1,4 million  for  the  nine
months ended January 31, 1996.  The increase is due to
  staffing  increases  which occurred in 1997 as  the  Company  started  to
implement its
     Interest expense Not material as a net figure - May want to explain on
a  gross  level??growth plan, as well as the impact  of  consolidating  the
operating  results of Finet, MMI and PAMN for the month of  January,  1997.
Pre-acquisition (December 31, 1996 and prior) results are for MMI only.
<PAGE> 16

Interest expense decreased 36% to $953.8 thousand in the nine months  ended
January  31, 1997 from $1.49 million for the nine months ended January  31,
1996.   This is primarily a result of the 26% decrease in the dollar volume
of  loans  funded  from 1996 to 1997, as well as a slight  decline  in  the
Company's  cost of funds over the same periods.  Interest paid to warehouse
banks  on  mortgages held in inventory declined approximately $569 thousand
in  1997, or 42%, while interest earned on those same mortgages declined by
43%.   However,  interest paid on other borrowings (long-term  and  working
capital  debt) rose from $90 thousand in 1996 to $103 thousand in 1997,  an
increase of 14%.

Other  expenses,  which  is  comprised  of  XXXconsists  of  various  items
including  expenses related to the servicing portfolio,  bank  charges  and
processing fees, clerical errors and losses and other, increased to  $366.2
thousand  for the nine months ended January 31, 1997 as compared  to  $40.0
thousand  for  the  nine months ended January 31, 1996.  This  increase  is
attributable  largely to an increase of $100 thousand in expenses  incurred
on  foreclosed  loans  and  loans  in  bankruptcy  held  in  the  servicing
portfolio,  an  increase  in miscellaneous expense  of  approximately  $188
thousand   attributable   primarily  to  the  settlement   of   outstanding
litigation, the write-off of an unrecoverable amount owing from a bulk sale
of servicing in a prior year.

CAPITAL EXPENDITURES, LIQUIDITY AND CAPITAL RESOURCES

The following summary table (unaudited) presents comparative cash flows  of
the Company for the periods indicated.

<TABLE>
<CAPTION>
                                                      Nine   Months   Ended
January 31,
                                                                       1997
1996
                                                          ------       ----
--
<S>                                                  <C>           <C>
Net  cash  provided  (used)  by operating activities      $  8,127,137    $
(9,894,384)
Net   cash   used   by  investing  activities                     (331,268)
(65,403)
Net  cash  (used) provided by financing activities      (8,251,803)     10,
000,297
<?TABLE>

The Company's cash flows are greatly impacted by fluctuations in changes in
the  volume of loans originated and sold from period to period.  Total loan
volume dropped from $375.4 million for the first nine months in fiscal 1997
to  $278.5 million for the same period in 1996.  Consequently, there was  a
decrease  of $7.29 million in Receivables from Sales of Mortgage Loans  and
Servicing Rights in 1997.  This decrease was the primary contributor to the
$8.1 million of Net Cash Provided by Operating Activities.  Similarly,  the
net  decrease  of  $9.0 million in Warehouse Borrowings  in  1997  was  the
primary  contributor to the $8.3 million of net cash provided by  financing
activities in 1997.

The  Company's  normal  cash requirements are to meet  operating  expenses,
including  sales  and  marketing efforts, to  fund  the  expansion  of  the
business,  to  satisfy  accrued liabilities and accounts  payable,  and  to
satisfy other liabilities as they become due.

The  Company maintains a $35 million warehouse borrowing facility  that  is
capable  of supporting a monthly loan funding volume of up to $100 million,
given current loan sales and settlement turnaround times.  The Company does
not  expect  to  exceed that level before September  1997,  at  which  time
additional warehouse lending authority can be obtained.  Funded  loans  are
immediately  sold  to investors in the secondary market with  the  proceeds
used to reduce warehouse balances.  The Company also maintains a $1 million
working capital line of credit at competitive borrowing rates.

Additionally, the Company plans on acquiring approximately $200 million  of
purchased  mortgage  servicing rights ("PMSR's") in  1997  to  add  to  its
current  servicing  portfolio  of $180 million.   The  PMSR's  are  usually
acquired through an open market auction process.  The Company's ability  to
ultimately  acquire $200 million in PMSR's is dependent  on  the  servicing
available  on the market and the Company's success in pricing and  bidding.
Accordingly, potential capital expenditure can not be assured.
<PAGE> 18

Further, the Company is mitigating risks pertaining to the mortgage banking
industry  through several practices.  The first method is to  purchase  and
originate  mortgage servicing rights ("PMSRs/OMSRs").  When the  volume  of
loan  originations declines due to the rise in interest rates,  PMSRs/OMSRs
provide a predictable source of earnings and cash flow.  The second  method
is  to  offset  unfavorable interest rate movements when funding  loans  by
hedging  the  interest  rate locks.  Also, the  Company  is  attempting  to
increase  revenue by expanding its retail market share through establishing
relationships with Realtors via video-conferencing.
<PAGE> 19

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

On  December  31, 1996, the plaintiffs, MMI and the prior stockholders  and
the companyof MMI settled the litigation action for an amount significantly
less  than the anticipated cost to continue the defense of this litigation.
The  amount  of  the  settlement is confidential by  order  of  the  court,
however, the settlement amount was not material to the operating results of
the Company.  The prior stockholders and the Company obtained full releases
from  the  complainants and expect no further costs or impact  forrom  this
action.

The  Company  has  been involved in 22 legal proceedings,  primarily  as  a
result  of  unsecured creditor actions and/or judgments.  These  ranged  in
individual  amounts from $929 to $101,000 and aggregated  to  approximately
$500,000.   The  Company has negotiated a settlement of 38% of  the  amount
owed for the majority of these proceedings prior to December 31, 1996.

Item 2. CHANGES IN SECURITIES

The Common Stock of the Company is currently quoted on the OTC Bulletin
Board under the symbol FNHC.  For the past several years, there has been no
established trading market for the Company's Common Stock, the Common Stock
was either unpriced or periodically quoted in the pink sheets, and there
was little or no trading volume. From the beginning of 1995 through August,
1996, no trading activity was reported.

Effective with the Company's 1-for-2 reverse stock split on October 21,
1996, its trading symbol was changed from FTHC to FNHC.  Between October
21, 1996, and April 30, 1997, limited trading activity resumed with an
average monthly trading volume of 101,000 shares.  The following table sets
forth the range of high and low closing bid prices per share of the Common
Stock.



</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED JANUARY 31, 1997:         HIGH BID      LOW BID
-----------------------------------------   --------      -------
<S>                                         <C>           <C>
First Quarter (F1)                          $ 1.25        $ 0.25
Second Quarter thru October 24, 1996 (F1)     2.625         0.25
October 25, 1996 - October 31, 1996 (F2)      1.75          0.75
Third Quarter (F2)                            2.875         0.75

<FN>
<F1>
Prices reflect activity while trading under the symbol FTHC
<F2>
Prices reflect activity while trading under the symbol FNHC
</FN>
</TABLE>

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

On  January  27, 1997 the Company's Board of Directors resolved unanimously
to  recommend to shareholders that the number of shares authorized  of  the
Company's  common  stock  be  increased from  30  million  to  40  million.
Subsequently,  a  majority of shareholders of record  approved  by  written
consent a certificate of amendment of the Company's restated certificate of
incorporation to so increase the number of common shares authorized.
<PAGE> 20

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits NONE

     Reports on Form 8-K

   On  April  10, 1997, the Registrant filed a report on Form 8-K effective
December 31, 1996 regarding the change in principal independent accountants
as  a  result of the reverse acquisition of MMI by the Company.  The report
stated  that  MMI  was the acquiring entity and therefore, its  independent
accountant,  Deloitte  Touche  LLP,  automatically  became  the   principal
independent accountant of the Company, succeeding Reuben E. Price & Co..

  Subsequently, on April 22, 1997, the Registrant filed Form 8-K/A regarding
the  change  in principal independent accountant and the change  in  fiscal
year end from December 31 to April 30.  Reuben E. Price & Co. was reengaged
as the principal independent accountant and the client-auditor relationship
between the Registrant and Deloitte Touche LLP voluntarily ceased.

On  May  14,  1997, the Registrant filed an amended report  on  Form  8-K/A
regarding  Item  F, Paragraph 1 of Form 8-K filed January  16,  1997.   The
following is hereby revised in its entirety:

  Effective   December  31,  1996,  Finet  Holdings  Corporation   ("the
  Company")  completed  its previously announced  merger  with  Monument
  Mortgage,  Inc.  ("Monument"), a California mortgage banker,  and  its
  acquisition   of  PreferenceAmerica  Mortgage  Network   ("PAMN"),   a
  California mortgage broker.
  
  The  Company  issued 8.4 million common shares and  paid  cash  of  $1
  million  to  acquire all of the outstanding shares of  Monument.   The
  transaction  is  accounted  for  as a reverse  in  which  Monument  is
  considered  the  acquirer  for accounting  purposes,  even  though  it
  legally  became  a  wholly owned subsidiary of the  Company.   As  the
  acquirer, Monument's historical financial statements are deemed to  be
  the  historical financial statements of the reporting entity, although
  they  will be labeled as those of the Company.  Following the  reverse
  acquisition, the Company changed its fiscal year end from December  31
  to April 30 to conform to the fiscal year end of Monument.

The Form 8-K/A filed on May 14, 1997 by the Registrant also included the
interim financial statements at October 31, 1996 and prior audited
financial statements at April 30, 1996 for Monument.


<PAGE> 21

                                 SIGNATURE

In accordance with the requirements of the Securities and Exchange Act, the
Registrant  caused  this  report  to  be  signed  on  its  behalf  by   the
undersigned, thereunto duly authorized.



                                        FINET HOLDINGS CORPORATION



Date: August 13, 1997                   /s/    L. Daniel Rawitch
                                        L. Daniel Rawitch
                                          (CEO   and   Principal  Executive
Officer)



Date August 13, 1997                    /s/    Jan Hoeffel
                                        Jan Hoeffel
                                         (President and Principal Financial
Officer)
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