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

For the quarterly period ended  December 31, 1996
                               ------------------

                         Commission File Number 0-19799
                                                -------


                      EXPRESS AMERICA HOLDINGS CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)



         Delaware                                        86-0670679
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


Two Renaissance Square, 40 North Central Avenue, Suite 1200, Phoenix, AZ 85004
-------------------------------------------------------------------------------
   (Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code     (602) 417-8100
                                                       --------------


         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  Registrant's
classes of common stock, as of the latest practicable date.


        3,860,130 Shares of Common Stock outstanding on January 31, 1997
        ----------------------------------------------------------------
<PAGE>
                                      INDEX


<TABLE>
<CAPTION>
 PART I.  FINANCIAL INFORMATION                                                                     Page
                                                                                                    ----
<S>                <C>                                                                                <C>
      Item 1.       Financial Statements

                    (a)    Condensed Consolidated Financial Statements...........................      3

                    (b)    Notes to Condensed Consolidated Financial Statements..................      6


      Item 2.       Management's Discussion and Analysis of Financial Condition and Results of
                    Operations...................................................................      7

PART II.  OTHER INFORMATION

     Item 1.       Legal Proceedings............................................................       9

     Item 6.       Exhibits and Reports on Form 8-K.............................................       9

     Signatures.................................................................................      10
</TABLE>
                                       2
<PAGE>
        ITEM 1. FINANCIAL STATEMENTS


EXPRESS AMERICA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
                                                                          December 31, September 30,
                                                                             1996         1996
----------------------------------------------------------------------------------------------------

<S>                                                                         <C>         <C>     
Assets
   Cash and cash equivalents                                                $    194    $    238
   Investments                                                                 2,449       2,462
   Accounts receivable                                                           228         216
   Notes receivable                                                            3,608       3,587
   Costs assigned to management contracts acquired, less
        accumulated amortization of $2,265 and $1,943                         29,998      30,320
   Furniture, fixtures and equipment, less accumulated
        depreciation of $1,468 and $1,378                                      1,057       1,144
   Deferred taxes                                                              1,750       1,750
   Deferred acquisition costs, less accumulated amortization
         of $230 and $131                                                      2,710       1,939
   Other assets                                                                1,063         899
                                                                            --------    --------
Total assets                                                                $ 43,057    $ 42,555
                                                                            ========    ========
------------------------------------------------------------------------------------------------

Liabilities and stockholders' equity
Liabilities:
   Net liabilities of discontinued operations                               $  3,665    $  3,392
   Notes payable                                                               6,150       3,600
   Accounts payable and accrued expenses                                       2,535       5,775
                                                                            --------    --------
               Total liabilities                                              12,350      12,767
                                                                            --------    --------


Stockholders' equity:
   Common stock, $.01 par value, 10,000,000  shares authorized, 5,377,860
        shares issued,  with 3,860,130 shares outstanding                         54          54
   Less:  Treasury stock, 1,517,730 shares                                    (8,623)     (8,623)
   Additional paid-in capital                                                 48,759      48,759
   Unrealized gain on investments                                                286         333
   Accumulated deficit                                                        (9,769)    (10,735)
                                                                            --------    --------
                Total stockholders' equity                                    30,707      29,788
                                                                            --------    --------
Total liabilities and stockholders' equity                                  $ 43,057    $ 42,555
                                                                            ========    ========
------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
                                       3
<PAGE>
EXPRESS AMERICA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                                  Three Months Ended
                                                                     December 31,
----------------------------------------------------------------------------------------
                                                                      1996          1995
----------------------------------------------------------------------------------------

<S>                                                            <C>           <C>        
Revenues
   Management and administrative fees                          $     3,930   $     2,981
   Distribution fees                                                   466           213
   Investment and other income                                         264           129
                                                               -----------   -----------
               Total revenues                                        4,660         3,323
                                                               -----------   -----------
----------------------------------------------------------------------------------------

Expenses
   General and administrative                                        1,923         2,057
   Selling                                                           1,245         1,347
   Amortization and depreciation                                       527           468
                                                               -----------   -----------
               Total expenses                                        3,695         3,872
                                                               -----------   -----------


Net earnings (loss)                                            $       965   $      (549)
                                                               ===========   ===========
----------------------------------------------------------------------------------------

Net earnings (loss) per common and common share equivalent     $      0.25   $     (0.11)
                                                               ===========   ===========
Shares used in per share calculation                             3,907,871     4,877,860
                                                               ===========   ===========
----------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to condensed consolidated financial statements 
                                       4
<PAGE>
EXPRESS AMERICA HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)

<TABLE>
<CAPTION>
                                                                          For the Three Months
                                                                           Ended December 31,
----------------------------------------------------------------------------------------------
                                                                            1996       1995
----------------------------------------------------------------------------------------------


<S>                                                                       <C>        <C>     
Cash flows from operating activities
Net earnings (loss)                                                       $   965    $  (549)
Adjustments to reconcile net earnings (loss) to net cash provided by
    (used in) operating activities:
    Amortization and depreciation                                             527        468
    (Increase) decrease  in accounts receivable                               (33)        55
    Decrease in operating liabilities                                      (3,240)      (609)
    Increase in deferred acquisition costs                                   (873)      (135)
    (Increase) decrease  in other operating assets                           (175)         3
                                                                          -------    -------
Net cash used in operating activities                                      (2,829)      (767)
                                                                          -------    -------
----------------------------------------------------------------------------------------------

Cash flows from investing activities
    Investment in Pilgrim America Funds                                       (34)      --
    Sales of furniture, fixtures and equipment                                  8        115
    Purchases of furniture, fixtures and equipment                            (12)      (138)
    Cash provided by discontinued operations                                  273      1,428
                                                                          -------    -------
Net cash provided by investing activities                                     235      1,405
                                                                          -------    -------
----------------------------------------------------------------------------------------------

Cash flows from financing activities
    Term debt borrowing                                                     2,550       --
                                                                          -------    -------
    Net cash provided by financing activities                               2,550       --
                                                                          -------    -------
    Net  increase (decrease)  in cash and cash equivalents                    (44)       638
    Cash and cash equivalents, beginning of period                            238      1,858
                                                                          -------    -------
Cash and cash equivalents, end of period                                  $   194    $ 2,496
                                                                          =======    =======
----------------------------------------------------------------------------------------------

Supplemental disclosures
    Interest paid                                                         $    51    $    13
    Income taxes paid                                                        --            2
----------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to condensed consolidated financial statements.
                                       5
<PAGE>
                      EXPRESS AMERICA HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(1)  BASIS OF FINANCIAL STATEMENT PRESENTATION

         Principles of Consolidation.  The accompanying  condensed  consolidated
financial  statements of Express America  Holdings  Corporation  (the "Company")
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Rule  10-01 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
considered necessary for fair presentation have been included. Operating results
for the three months ended December 31, 1996 are not  necessarily  indicative of
the results which may be expected for the fiscal year ending September 30, 1997.
For additional  information,  refer to the consolidated financial statements and
footnotes  thereto  for the  fiscal  year  ended  September  30,  1996 which are
included in the Company's Form 10-K for the fiscal year then ended.

         The condensed consolidated financial statements include the accounts of
the Company's wholly owned  subsidiary,  Pilgrim America Group, Inc. ("PAG") and
PAG's subsidiaries,  Pilgrim America Investments,  Inc., a registered investment
advisor,  and Pilgrim  America  Securities,  Inc.,  a  registered  broker/dealer
(collectively "Pilgrim America").  Pilgrim America commenced operations upon the
Company's  acquisition  (the  "Acquisition")  of  certain  investment  assets of
Pilgrim  Group,  Inc. on April 7, 1995.  The  condensed  consolidated  financial
statements  also include the  accounts of the  Company's  wholly-owned  mortgage
banking  subsidiaries,  Express America TC, Inc., EAMC  Liquidation  Corp.,  the
successor  (as of December 27,  1996) to Express  America  Mortgage  Corporation
("EAMC"),  EAMC's wholly-owned  subsidiaries,  Wesav Investment  Corporation and
Wesav Investment Inc.-2.

         Prior to April 7, 1995, the Company's  principal  business consisted of
mortgage banking activities,  including the origination,  sale, and servicing of
loans  collateralized by first mortgages on residential real estate. On February
28, 1995,  the Company  announced  the  discontinuance  of the  remainder of its
mortgage banking operations.  

         Subsequent  to  the  Acquisition  on  April  7,  1995,  the  continuing
operating  activities of the Company consist  primarily of providing  investment
management and related services through its subsidiaries to various open-end and
closed-end  investment companies operating under the Pilgrim and Pilgrim America
names (the  "Funds").  Accordingly,  the results of  operations  reported in the
condensed consolidated financial statements reflect only such activities.

         Reclassifications.  Certain  reclassifications  have been made to prior
period financial statements to conform with current period presentation.
                                       6
<PAGE>
                      EXPRESS AMERICA HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



         Costs  Assigned to Management  Contracts  Acquired.  Costs  assigned to
management  contracts  acquired  represents  the fair  value  of the  investment
management   rights  acquired  in  connection  with  the  Acquisition  and  also
represents the excess of the purchase price (including liabilities assumed) over
the fair value of net assets acquired and resulting costs from the  Acquisition.
Such amounts are being amortized on a straight-line basis over 25 years.

         The Company  analyzes costs assigned to management  contracts  acquired
periodically  to  determine  whether any  impairment  has occurred in its value.
Based  upon  anticipated  future  income  from  operations,  in the  opinion  of
management, there has been no impairment.





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

General

         The  Company  is a  holding  company  that,  through  its  wholly-owned
subsidiaries  provides  investment  management  and  related  services  for  six
open-end and two closed-end  funds (each a "Fund" and  collectively the "Pilgrim
America Funds" or the "Funds").  The Company commenced its investment management
operations  on  April  7,  1995,  when  it  consummated  the  acquisition   (the
"Acquisition")  of certain  investment  assets of Pilgrim  Group,  Inc.  and its
subsidiaries  (now known as Atlas  Financial  Group,  Inc. or "Atlas") for $28.1
million and the assumption of certain liabilities.

         Prior to the Acquisition,  the Company had been engaged in the mortgage
banking business,  deriving revenues  primarily from mortgage loan servicing and
mortgage  loan  originations.  On February 28, 1995,  the Company  announced the
discontinuance  of  all  remaining  mortgage  banking  operations  and is in the
process of winding  down its  mortgage  operations  and  selling  its  remaining
mortgage banking related assets.


Results of Operations

         The Company  continued its emphasis on marketing its open-end  Funds to
the broker dealer  community during the quarter through  increased  contact with
the broker dealer  community.  As of December 31, 1996,  the Company had 60 full
time employees,  which included 19 sales and marketing,  14 portfolio management
employees and 27 general and administrative employees.
                                       7
<PAGE>
         The following table presents comparative  quarterly data regarding Fund
assets under  management and Fund sales for the five quarters ended December 31,
1996:



<TABLE>
<CAPTION>

                                 Pilgrim America Funds
                            Selected Fund Data (Unaudited)
                                      ($ 000,000)
-------------------------------------------------------------------------------------
                     December 31,  March 31,    June 30,   September 30, December 31,
                        1995         1996         1996         1996          1996
                     ----------   ----------   ----------   ----------    ----------
<S>                  <C>          <C>          <C>          <C>           <C>       
Direct Sales         $     11.3   $     31.5   $     40.5   $     38.3    $     49.0

Exchanges Out (1)          (1.5)        (1.8)        (1.2)        (0.5)         (1.1)

Redemptions                (9.2)       (11.0)        (9.1)        (9.8)        (15.9)
                     ----------   ----------   ----------   ----------    ----------
Net Sales            $      0.6   $     18.7   $     30.2   $     28.0    $     32.0
                     ==========   ==========   ==========   ==========    ==========
Ending Assets Under
   Management (2)    $  1,372.6   $  1,413.1   $  1,451.7   $  1,704.5    $  2,022.6
                     ==========   ==========   ==========   ==========    ==========
</TABLE>

(1) Net exchanges to the Company's sponsored money market fund.
(2) Includes net assets plus  borrowings by Pilgrim America Prime Rate Trust for
    investment  purposes of $286  million and $179  million at December 31, 1996
    and September 30, 1996, respectively.




Quarter Ended December 31, 1996 Compared to the Quarter Ended December 31, 1995.

         Net earnings for the quarter  amounted to $965,000,  or $0.25 per share
as compared  to a net loss of $549,000 or $0.11 per share for the quarter  ended
December 31, 1995.

         Revenues. Revenues for the quarter ended December 31, 1996 increased by
$1.3 million over  revenues for the quarter  ended  December 31, 1995.  Revenues
increased  primarily  because  management and  administrative  fees increased by
$949,000  between the two periods.  This increase was a result of an increase in
assets  managed by the Company.  Assets  under  management,  which  totaled $2.0
billion at December 31, 1996, increased by $650 million since December 31, 1995.
Additionally,  an  increase  in  the  Company's  open-end  Funds'  assets  under
management  resulted  in an  increase  in  distribution  fees of $253,000 in the
quarter ended  December 31, 1996 as compared to the quarter  ended  December 31,
1995.

         Expenses.  Total  expenses  for the  quarter  ended  December  31, 1996
decreased by $177,000  compared to the quarter  ended  December  31, 1995.  This
decrease was primarily a result of decreased  personnel costs due to a reduction
in the number of employees and a decrease in selling and marketing costs.

         Amortization and depreciation  expense  increased  slightly between the
quarter  ended  December  31,  1996 and the  quarter  ended  December  31,  1995
primarily as a result of an increase in the amortization of deferred acquisition
costs.  Deferred  acquisition  costs represent  commissions paid for the sale of
certain  Fund  shares and are  capitalized  and then  amortized  over a six-year
period.
                                       8
<PAGE>
Liquidity

         The Company  intends to  continue  funding  its  investment  management
operations  with cash provided by operations and  borrowings  obtained under its
Credit  Agreement  discussed in the Company's Annual Report on Form 10-K for the
fiscal year ended  September  30, 1996.  The Company  believes that it will have
adequate cash necessary to meet expected cash requirements.




                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

         The Company  acquired its now discontinued  mortgage banking  operation
from the  Resolution  Trust  Corporation  ("RTC") on May 16,  1991  following  a
competitive bidding process. The Company previously disclosed that the RTC filed
a complaint in the United States District Court, District of Arizona on December
8, 1995,  against the Company,  Rauscher  Pierce  Refsnes,  Inc.,  Smith Barney,
Harris  Upham  & Co.,  Incorporated  and  five  individuals  and  their  spouses
including the current CEO and CFO of the Company and two former  officers of the
Company. The complaint alleges various irregularities in the bidding process and
the  closing of the  acquisition.  The RTC has asked for at least $20 million in
actual damages and at least $60 million in punitive damages from all defendants.
The RTC ceased operating on December 31, 1995 and the Federal Deposit  Insurance
Corporation (the "FDIC") assumed responsibility for the case.

         The Company  believes  that it has strong  meritorious  defenses and it
will continue to vigorously defend itself against the RTC's claims.

         The Company notified its Officer and Director  liability carrier of the
FDIC  action in January  1996  seeking  coverage as  permitted  by the policy in
connection  with the losses which it may incur in  connection  with this action.
The Company is presently in discussions with the carrier  regarding a settlement
of the liability, if any, the carrier may have in connection with this claim.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

         27.0     Financial Data Schedules

(b)      Reports on Form 8-K.

         None.
                                       9
<PAGE>
                                   SIGNATURES




         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.




                                   EXPRESS AMERICA HOLDINGS CORPORATION



Date:  February 4, 1997            By: /s/ James R. Reis
                                       ----------------------------------------
                                       James R. Reis
                                       Vice-Chairman and Chief Financial Officer
                                       (Principal Accounting Officer)