UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C., 20549

                                    FORM 10-Q

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

For the Quarterly Period Ended September 30, 1999

                                       OR

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

For the transition period from _____________ to _____________


                         Commission file number 1-11011


                              THE FINOVA GROUP INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                       <C>
DELAWARE                                                                              86-0695381
(State or other jurisdiction of                                                 (I.R.S. Employer
incorporation or organization)                                               Identification No.)


1850 North Central Ave., P. O. Box 2209, Phoenix, AZ (until December 10, 1999)        85002-2209
4800 North Scottsdale Road, Scottsdale AZ (after December 10, 1999)                        85251
(Address of principal executive offices)                                              (Zip Code)


Registrant's telephone number, including area code        (until December 10, 1999) 602/207-6900
                                                          (after December 10, 1999) 480/636-4800
</TABLE>

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 such shorter period that the Registrant was
required  to file  such  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                                 YES [X] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 10,1999  61,227,238 shares of Common Stock ($0.01 par value) were
outstanding.
<PAGE>
                              THE FINOVA GROUP INC.

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

Part I   FINANCIAL INFORMATION...............................................1

Item 1.  Financial Statements................................................1

         Condensed Consolidated Balance Sheets...............................1
         Condensed Statements of Consolidated Income.........................2
         Condensed Statements of Consolidated Cash Flows.....................3
         Notes to Interim Condensed Consolidated Financial Information.......4

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations..........................................10

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........15


Part II  OTHER INFORMATION..................................................16

Item 6.  Exhibits and Reports on Form 8-K...................................16

Signatures..................................................................17
<PAGE>
                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                              THE FINOVA GROUP INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       (Dollars in Thousands) (Unaudited)

                                                                    December 31,
                                                   September 30,       1998
                                                       1999          restated
                                                   ------------    ------------
ASSETS:
Cash and cash equivalents                          $     76,858    $     49,518
Investment in financing transactions:
  Loans and other financing contracts                 9,170,823       7,354,736
  Leveraged leases                                      816,849         773,942
  Operating leases                                      681,815         648,185
  Fee-based receivables                                 614,668         626,499
  Direct financing leases                               375,807         396,759
  Financing contracts held for sale                     313,805         220,100
                                                   ------------    ------------
                                                     11,973,767      10,020,221
  Less reserve for credit losses                       (248,290)       (207,618)
                                                   ------------    ------------
Net investment in financing transactions             11,725,477       9,812,603
Investments                                             304,557         124,792
Goodwill and other assets                               616,073         454,323
                                                   ------------    ------------
                                                   $ 12,722,965    $ 10,441,236
                                                   ============    ============
LIABILITIES:
Accounts payable and accrued expenses              $    146,419    $    154,137
Due to clients                                          118,566         205,655
Interest payable                                         74,125          65,817
Senior debt                                          10,289,419       8,394,578
Deferred income taxes                                   391,187         342,268
                                                   ------------    ------------
                                                     11,019,716       9,162,455
                                                   ------------    ------------
Commitments and contingencies
Company-obligated mandatory redeemable
  convertible preferred securities of
  subsidiary trust solely holding convertible
  debentures of FINOVA, net of expenses ("TOPrS")       111,550         111,550

SHAREOWNERS' EQUITY:
Common stock, $0.01 par value, 400,000,000
  shares authorized, 64,849,000 and 58,555,000
  shares issued, respectively                               648             585
Additional capital                                    1,117,670         765,050
Retained income                                         643,837         515,057
Accumulated other comprehensive income                    7,017             686
Common stock in treasury, 3,645,000 and
  2,834,000 shares, respectively                       (177,473)       (114,147)
                                                   ------------    ------------
                                                      1,591,699       1,167,231
                                                   ------------    ------------
                                                   $ 12,722,965    $ 10,441,236
                                                   ============    ============

See notes to interim consolidated condensed financial statements.

                                        1
<PAGE>
                              THE FINOVA GROUP INC.

                   CONDENSED STATEMENTS OF CONSOLIDATED INCOME
                  (Dollars in Thousands, except per share data)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                         Three Months Ended              Nine Months Ended
                                           September 30,                   September 30,
                                    ----------------------------    ----------------------------
                                                        1998                            1998
                                        1999          restated          1999          restated
                                    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>
Interest and income earned
  from financing transactions       $    289,160    $    229,290    $    801,360    $    644,104
Operating lease income                    29,528          24,019          86,249          88,107
Interest expense                        (150,142)       (121,937)       (420,478)       (346,909)
Operating lease depreciation             (19,435)        (13,875)        (53,381)        (51,540)
                                    ------------    ------------    ------------    ------------
Interest margins earned                  149,111         117,497         413,750         333,762
Volume-based fees                         14,317          16,687          38,316          57,946
                                    ------------    ------------    ------------    ------------
Operating margin                         163,428         134,184         452,066         391,708
Provision for credit losses              (25,550)        (19,000)        (52,050)        (44,500)
                                    ------------    ------------    ------------    ------------
Net interest margins earned              137,878         115,184         400,016         347,208
Gains on disposal of assets               14,880           6,471          46,010          15,429
                                    ------------    ------------    ------------    ------------
                                         152,758         121,655         446,026         362,637
Operating expenses                       (62,500)        (53,047)       (183,338)       (159,132)
                                    ------------    ------------    ------------    ------------
Income before income taxes and
  preferred dividends                     90,258          68,608         262,688         203,505
Income taxes                             (34,407)        (25,824)       (101,226)        (78,554)
                                    ------------    ------------    ------------    ------------
Income before preferred dividends         55,851          42,784         161,462         124,951
Preferred dividends, net of tax             (946)           (946)         (2,837)         (2,837)
                                    ------------    ------------    ------------    ------------
NET INCOME                          $     54,905    $     41,838    $    158,625    $    122,114
                                    ============    ============    ============    ============

Basic earnings per share            $       0.90    $       0.75    $       2.66    $       2.18
                                    ============    ============    ============    ============
Adjusted weighted average shares
outstanding                           60,860,000      56,032,000      59,540,000      56,143,000
                                    ============    ============    ============    ============
Diluted earnings per share          $       0.86    $       0.71    $       2.52    $       2.05
                                    ============    ============    ============    ============
Adjusted weighted average shares
outstanding                           65,024,000      60,683,000      64,103,000      60,944,000
                                    ============    ============    ============    ============
Dividends per common share          $       0.18    $       0.16    $       0.50    $       0.44
                                    ============    ============    ============    ============
</TABLE>

See notes to interim consolidated condensed financial statements.

                                        2
<PAGE>
                              THE FINOVA GROUP INC.
                 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)

                                                         Nine Months Ended
                                                           September 30,
                                                     --------------------------
                                                                       1998
                                                        1999         restated
                                                     -----------    ------------
OPERATING ACTIVITIES:
  Net income                                         $   158,625    $   122,114
  Adjustments to reconcile net income to net cash
         provided by operating activities:
      Provision for credit losses                         52,050         44,500
      Depreciation and amortization                       76,986         68,726
      Gains on disposal of assets                        (46,010)       (15,429)
      Deferred income taxes                               87,133         46,959
  Change in assets and liabilities,
    net of effects from acquisitions:
      Increase in other assets                           (70,643)      (105,488)
      Decrease in accounts payable
        and accrued expenses                             (58,385)       (16,317)
      Increase (decrease) in interest payable              6,655        (11,418)
      Other                                               (1,609)          (571)
                                                     -----------    -----------
     Net cash provided by operating activities           204,802        133,076
                                                     -----------    -----------
INVESTING ACTIVITIES:
  Proceeds from sale of assets                           226,047        173,114
  Proceeds from sale of securitized assets                               77,478
  Proceeds from sales of commercial mortgage
    backed securities ("CMBS") assets                    243,762
  Principal collections on financing transactions      1,619,549      1,453,757
  Expenditures for financing transactions             (2,720,924)    (2,215,432)
  Expenditures for CMBS transactions                    (421,329)
  Net change in short-term financing transactions       (757,307)      (561,278)
  Cash received in acquisitions                           20,942
  Other                                                    2,598          1,742
                                                     -----------    -----------
     Net cash used in investing activities            (1,786,662)    (1,070,619)
                                                     -----------    -----------
FINANCING ACTIVITIES:
  Net borrowings under commercial paper
    and short-term loans                                 591,928        874,741
  Long-term borrowings                                 1,788,592        915,000
  Repayment of long-term borrowings                     (591,791)      (663,572)
  Proceeds from exercise of stock options                 26,677          9,290
  Common stock purchased for treasury                    (89,272)       (50,499)
  Dividends                                              (29,845)       (24,837)
  Net change in due to clients                           (87,089)       (77,747)
                                                     -----------    -----------
    Net cash provided by financing activities          1,609,200        982,376
                                                     -----------    -----------
INCREASE  IN CASH AND CASH EQUIVALENTS                    27,340         44,833

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            49,518         33,190
                                                     -----------    -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD             $    76,858    $    78,023
                                                     ===========    ===========

See notes to interim consolidated condensed financial statements.

                                        3
<PAGE>
                              THE FINOVA GROUP INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

NOTE A BASIS OF PREPARATION

     The  consolidated  financial  statements  present the  financial  position,
results  of  operations  and  cash  flows  of The  FINOVA  Group  Inc.  and  its
subsidiaries (collectively, "FINOVA" or the "Company"), including FINOVA Capital
Corporation and its subsidiaries (collectively, "FINOVA Capital").

     The interim condensed consolidated  financial information is unaudited.  In
the opinion of management all adjustments, consisting of normal recurring items,
necessary to present fairly the financial position as of September 30, 1999, the
results of operations  for the quarter and nine months ended  September 30, 1999
and 1998 and cash flows for the nine months ended  September  30, 1999 and 1998,
have been included. Interim results of operations are not necessarily indicative
of the  results  of  operations  for  the  full  year.  The  enclosed  financial
statements  should  be  read  in  connection  with  the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K/A Amendment No. 2 for the year ended December 31, 1998.

NOTE B SIGNIFICANT ACCOUNTING POLICIES

     The Company reports other comprehensive income in accordance with Statement
of Financial  Accounting  Standards ("SFAS") No. 130,  "Reporting  Comprehensive
Income." Total comprehensive  income was $56.6 million and $42.6 million for the
three months ended September 30, 1999 and 1998,  respectively and $165.0 million
and  $122.6  million  for the nine  months  ended  September  30 1999 and  1998,
respectively.  The primary  component  of  comprehensive  income  other than net
income was unrealized holding gains.

NEW ACCOUNTING STANDARDS

     In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivatives and
Hedging  Activities - Deferral of the Effective Date of FASB Statement No. 133,"
("SFAS No. 137").  This  statement  defers the effective date of SFAS No. 133 to
all fiscal  quarters of all fiscal years beginning after June 15, 2000. SFAS No.
133, "Accounting for Derivative  Instruments and Hedging Activities," ("SFAS No.
133") standardizes the accounting for derivative instruments,  including certain
derivative  instruments  embedded in other  contracts,  by  recognition of those
items as assets or  liabilities  in the  statement  of  financial  position  and
measurement at fair value. The impact of SFAS No. 133 on the Company's financial
position and results of operations has not yet been determined.

NOTE C SEGMENT REPORTING

MANAGEMENT'S POLICY FOR IDENTIFYING REPORTABLE SEGMENTS

     FINOVA's  reportable  business  segments are strategic  business units that
offer  distinctive  products and services  that are marketed  through  different
channels.

RECONCILIATION OF SEGMENT INFORMATION TO CONSOLIDATED AMOUNTS

     Management  evaluates the business performance of each group based on total
net revenue,  income before allocations and managed assets. Total net revenue is
operating margin plus gains on disposal of assets.  Income before allocations is
income  before  income taxes and preferred  dividends,  excluding  allocation of
corporate overhead expenses and the unallocated  portion of provision for credit
losses.   Managed  assets   include  each  segment's   investment  in  financing
transactions plus securitizations and participations sold.

                                        4
<PAGE>
Information for FINOVA's reportable segments reconciles to FINOVA's consolidated
totals as follows:

                                                 Nine Months Ended September 30,
                                                 -------------------------------
Dollars in Thousands                                   1999            1998
                                                       ----            ----
Total net revenue (loss):
  Commercial Finance                              $    159,977    $    138,215
  Specialty Finance                                    278,298         254,637
  Capital Markets                                       67,084           9,924
  Corporate and other                                   (7,283)          4,361
                                                  ------------    ------------
Consolidated total                                $    498,076    $    407,137
                                                  ============    ============
Income (loss) before allocations:
  Commercial Finance                              $     70,145    $     54,564
  Specialty Finance                                    223,602         204,624
  Capital Markets                                       19,827         (10,236)
  Corporate and other, overhead and
     unallocated provision for credit losses           (50,886)        (45,447)
                                                  ------------    ------------
Income from continuing operations
  before income taxes                             $    262,688    $    203,505
                                                  ============    ============

                                                          September 30,
                                                  ----------------------------
                                                      1999            1998
                                                      ----            ----
Managed assets:
  Commercial Finance                              $  3,529,133    $  2,928,326
  Specialty Finance                                  7,841,607       6,626,414
  Capital Markets                                    1,044,259         293,933
  Corporate and other                                   89,306          87,890
                                                  ------------    ------------
Consolidated total                                  12,504,305       9,936,563
Less securitizations and participations sold          (530,538)       (516,019)
                                                  ------------    ------------
Investment in financing transactions              $ 11,973,767    $  9,420,544
                                                  ============    ============


NOTE D ACQUISITION OF SIRROM CAPITAL CORPORATION

     In March 1999,  FINOVA acquired Sirrom Capital  Corporation  ("Sirrom"),  a
specialty finance company headquartered in Nashville, Tennessee. The acquisition
was accounted for using the purchase  method of  accounting.  The purchase price
was approximately $343 million in FINOVA common stock, excluding converted stock
options.  Total assets  acquired  were $619  million,  including  $65 million in
goodwill and $278 million in assumed liabilities and transaction costs. Goodwill
is subject to change due to a  preliminary  estimate  of fair  values of various
private equities and loan balances at the date of acquisition. Goodwill is being
amortized  over 25 years and  covenants  not to compete,  which are  included in
goodwill, are being amortized over 3 years.

     The accompanying unaudited pro forma information gives effect to the merger
as if it had occurred on January 1, 1999 and 1998 and  combines  the  historical
consolidated  information  of  FINOVA  and  Sirrom  for the  nine  months  ended
September 30, 1999 and 1998.

     The  unaudited   comparative  pro  forma  information  is  not  necessarily
indicative of the results that actually  would have occurred had the merger been
consummated  on the dates  indicated or that may be obtained in the future.  The

                                        5
<PAGE>
unaudited pro forma financial  information does not give effect to the potential
cost savings and other synergies that may result from the merger or the possible
cash-out of existing stock options held by employees of Sirrom that became fully
vested by reason of the adoption of the merger agreement by Sirrom stockholders.
There can be no  assurance  that FINOVA will  realize  cost savings or synergies
from this or any other  acquisition.  Included in the  historical  operations of
Sirrom  for the first  nine  months of 1999 are  approximately  $27  million  of
nonrecurring charges, a significant portion of which related to the acquisition.

Comparative Pro Forma Information                Nine Months Ended September 30,
(Dollars in thousands, except per share data)        1999            1998
                                                     ----            ----
Total revenue                                     $ 902,936        $ 786,821
Net income                                        $ 106,035        $  94,942
Earnings per share - diluted                      $    1.63        $    1.46
Earnings per share - basic                        $    1.72        $    1.53

     The  acquisition  resulted in an excess  purchase price over the historical
net assets  acquired.  The excess is  allocated  to the net assets  acquired and
liabilities assumed, as follows:

Allocation of purchase price:
Purchase price                                                        $ 342,730
Elimination of historical stockholders' equity of Sirrom               (264,056)
                                                                      ---------
Estimated excess purchase price                                       $  78,674
                                                                      =========
Allocation of excess:
  Elimination of unamortized debt costs                               $  (3,227)
  Deferred income taxes                                                  44,152
  Assumed liabilities                                                   (26,802)
  Goodwill                                                               64,551
                                                                      ---------
                                                                      $  78,674
                                                                      =========

NOTE E RESTATEMENT

     Subsequent to the issuance of the Company's  financial  statements  for the
year ended December 31, 1998, the Company's management determined that it should
revalue its retained  interest in a mini-commercial  mortgage-backed  securities
("mini-CMBS") transaction.  The revaluation resulted in a reduction of the value
of the  retained  portion  of the loans and  reduced  the  Company's  previously
reported  gross  gains  on  the  transaction.   The  Company's  management  also
determined  that expenses  incurred in connection  with the  origination  of new
loans under SFAS No. 91, "Accounting for Nonrefundable Fees and Costs Associated
with  Originating  or Acquiring  Loans and Initial Direct Costs of Leases" (SFAS
No. 91),  should have been deferred and amortized  over the estimated loan life.
Previously,  the  Company was  deferring  loan  origination  fees  received  and
amortizing  them over the lives of the loans in accordance with SFAS No. 91, but
electing to expense loan origination costs as incurred. Accordingly, the Company
restated its condensed  consolidated  financial  statements  for the nine months
ended  September 30, 1998 for the  revaluation  of the retained  interest in the
mini-CMBS  transaction  and to defer and amortize  loan costs over the estimated
loan life in accordance  with SFAS No. 91, as well as to make several other less
material adjustments.

                                        6
<PAGE>
     A summary of the significant  effects of the restatements for the three and
nine months ended September 30, 1998 is as follows:

                                Three Months Ended            Nine Months Ended
                                September 30, 1998            September 30, 1998
                                ------------------            ------------------
(Dollars in thousands,     As previously               As previously
except per share data)       Reported     As restated    Reported    As restated
                             --------     -----------    --------    -----------
Interest margins earned       $120,744     $117,497     $ 343,543     $ 333,762
Gains on disposal of assets     13,438        6,471        24,243        15,429
Operating expenses             (61,097)     (53,047)     (175,834)     (159,132)
Net income                      43,132       41,838       123,244       122,114

Basic earnings per share      $   0.77     $   0.75     $    2.20     $    2.18
Diluted earnings per share    $   0.73     $   0.71     $    2.07     $    2.05

NOTE F EARNINGS PER SHARE

     Basic  earnings per share  exclude the effects of dilution and are computed
by dividing  income  available to common  shareowners  by the  weighted  average
amount of common stock  outstanding for the period.  Diluted  earnings per share
reflect  the  potential  dilution  that  could  occur  if  options,  convertible
preferred  stock or other  contracts to issue stock were  exercised or converted
into common stock.  These per share calculations are presented for the three and
nine months ended  September  30, 1999 and 1998 on the  Condensed  Statements of
Consolidated Income and are detailed below:

                                        7
<PAGE>
<TABLE>
<CAPTION>
                                                  Three Months Ended                Nine Months Ended
                                                     September 30,                     September 30,
                                                     -------------                     -------------
                                                                  1998                            1998
(Dollars in thousands, except per share data)     1999           restated         1999           restated
                                                  ----           --------         ----           --------
<S>                                            <C>             <C>             <C>             <C>
BASIC EARNINGS PER SHARE COMPUTATION:

Net income                                     $     54,905    $     41,838    $    158,625    $    122,114
                                               ============    ============    ============    ============
Weighted average shares outstanding              61,173,000      56,331,000      59,810,000      56,414,000
Contingently issued shares                         (313,000)       (299,000)       (270,000)       (271,000)
                                               ------------    ------------    ------------    ------------
Adjusted weighted average shares                 60,860,000      56,032,000      59,540,000      56,143,000
                                               ============    ============    ============    ============

Basic earnings per share                       $       0.90    $       0.75    $       2.66    $       2.18
                                               ============    ============    ============    ============

DILUTED EARNINGS PER SHARE COMPUTATION:

Net income                                     $     54,905    $     41,838    $    158,625    $    122,114
Preferred dividends, net of tax                         946             946           2,837           2,837
                                               ------------    ------------    ------------    ------------
Income before preferred dividends              $     55,851    $     42,784    $    161,462    $    124,951
                                               ============    ============    ============    ============

Weighted average shares outstanding              61,173,000      56,331,000      59,810,000      56,414,000
Contingently issued shares                         (313,000)       (220,000)       (270,000)       (192,000)
Incremental shares from assumed conversions:
  Stock options                                   1,226,000       1,634,000       1,625,000       1,784,000
  Convertible preferred securities                2,938,000       2,938,000       2,938,000       2,938,000
                                               ------------    ------------    ------------    ------------
Total potential dilutive common shares            4,164,000       4,572,000       4,563,000       4,722,000
                                               ------------    ------------    ------------    ------------
Adjusted weighted average shares                 65,024,000      60,683,000      64,103,000      60,944,000
                                               ============    ============    ============    ============

Diluted earnings per share                     $       0.86    $       0.71    $       2.52    $       2.05
                                               ============    ============    ============    ============
</TABLE>

NOTE G PORTFOLIO QUALITY

     The following  table presents a  distribution  (by line of business) of the
Company's  investment  in financing  transactions  before the reserve for credit
losses at the dates indicated.

                                        8
<PAGE>
                      INVESTMENT IN FINANCING TRANSACTIONS
                               BY LINE OF BUSINESS
                               SEPTEMBER 30, 1999
                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                      Revenue Accruing                       Nonaccruing
                              ---------------------------------   -------------------------------    Total
                                Market               Repossessed           Repossessed  Leases &    Carrying
                               Rate (1)    Impaired   Assets(2)  Impaired     Assets      Other      Amount      %
                               --------    --------   ---------  --------     ------      -----      ------    -----
<S>                           <C>          <C>         <C>       <C>        <C>         <C>        <C>         <C>
Transportation Finance (3)      2,264,741  $ 56,141    $         $           $          $         $ 2,320,882   19.3
Resort Finance                  1,457,035               16,467      2,770      21,083               1,497,355   12.5
Rediscount Finance                967,389               16,722        756         172                 985,039    8.2
Corporate Finance                 875,910    36,810                46,342         901                 959,963    8.0
Commercial Equipment Finance      768,743     1,379      5,138     11,754      19,677      3,032      809,723    6.8
Specialty Real Estate Finance     726,340               35,910     14,987         290        194      777,721    6.5
Franchise Finance                 707,544     1,406      1,882      6,891       2,837        263      720,823    6.0
Healthcare Finance                640,759                5,789     37,462                    708      684,718    5.7
Communications Finance            676,051     9,399                17,714                             703,164    5.9
Distribution & Channel Finance    429,869    69,689                11,732                             511,290    4.3
Mezzanine Capital                 416,247    23,399                28,800                             468,446    3.9
Realty Capital                    551,286                                                             551,286    4.6
Business Credit                   339,770     5,752                19,467                             364,989    3.1
Public Finance                    164,215                                                             164,215    1.4
Commercial Services               271,515                           7,779         805                 280,099    2.3
Other (4)                          63,013       940                                       25,353       89,306    0.8
Growth Finance                     56,536                           3,685                              60,221    0.5
Investment Alliance                24,527                                                              24,527    0.2
                              -----------  --------    -------   --------    --------   --------  -----------  -----
TOTAL (5)                     $11,401,490  $204,915    $81,908   $210,139    $ 45,765   $ 29,550  $11,973,767  100.0
                              ===========  ========    =======   ========    ========   ========  ===========  =====
</TABLE>

NOTES:
(1)  Represents original or renegotiated  market rate terms,  excluding impaired
     transactions.
(2)  The Company earned income totaling $4.3 million on repossessed  assets year
     to date  during  1999,  including  $1.7  million in  Specialty  Real Estate
     Finance,  $0.8  million  in Resort  Finance,  $0.4  million  in  Healthcare
     Finance,  $1.1 million in  Rediscount  Finance,  $0.2 million in Commercial
     Equipment Finance and $0.1 million in Franchise Finance.
(3)  Transportation  Finance  includes  $427.8  million  of  aircraft  financing
     business booked through the London office.
(4)  Primarily  includes  other assets  retained from  disposed or  discontinued
     operations.
(5)  Excludes $530.5 million of assets securitized and participations sold which
     the  Company  manages,  including  securitizations  of  $300.0  million  in
     Corporate   Finance   and  $123.7   million  in   Franchise   Finance   and
     participations  of $47.6  million in Corporate  Finance,  $27.2  million in
     Franchise   Finance,   $11.9  million  in  Rediscount   Finance,   $5.9  in
     Transportation Finance, $8.0 million in Business Credit and $6.2 million in
     Resort Finance.

                                        9
<PAGE>
RESERVE FOR CREDIT LOSSES:

     The reserve for credit losses at September 30, 1999  represents 2.1% of the
Company's investment in financing  transactions and securitized assets.  Changes
in the reserve for credit losses were as follows:

                                                         Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                       1999             1998
                                                     ---------        ---------
                                                       (Dollars in Thousands)
Balance, beginning of period                         $ 207,618        $ 177,088
Provision for credit losses                             52,050           44,500
Write-offs                                             (42,183)         (38,672)
Recoveries                                               2,598            1,742
Reserves related to acquisitions                        23,763            2,460
Other                                                    4,444               43
                                                     ---------        ---------
Balance, end of period                               $ 248,290        $ 187,161
                                                     =========        =========

     At  September  30, 1999 the total  carrying  amount of  impaired  loans was
$415.1  million,  of which $204.9 million were revenue  accruing.  A reserve for
credit  losses of $74.2  million  has been  established  for  $110.4  million of
nonaccruing  impaired  loans and $79.9 million has been  established  for $138.8
million of accruing  impaired loans.  The remaining $94.2 million of the reserve
for credit losses is designated for general purposes and represents management's
best  estimate of inherent  losses in the portfolio  considering  delinquencies,
loss experience and collateral.  Additions to the general and specific  reserves
are reflected in current  operations.  Management may transfer  reserves between
the general and specific reserves as considered necessary.


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

             COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                   TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998

     THE  FOLLOWING  DISCUSSION  RELATES  TO  THE  FINOVA  GROUP  INC.  AND  ITS
SUBSIDIARIES (COLLECTIVELY, "FINOVA" OR THE "COMPANY"), INCLUDING FINOVA CAPITAL
CORPORATION AND ITS SUBSIDIARIES (COLLECTIVELY, "FINOVA CAPITAL").

     Net income for 1998 has been restated to reflect  adjustments  described in
the Company's  report on Form 10-K/A Amendment No. 2 for the year ended December
31, 1998. The effects of the  restatements  for the nine months ended  September
30, 1998 are presented in Note E of the Notes to Interim Consolidated  Financial
Statements, and have been reflected herein.

RESULTS OF OPERATIONS

     Net income for the nine months ended  September 30, 1999 was $158.6 million
($2.52 per diluted  share)  compared to $122.1 million ($2.05 per diluted share)
for the nine months  ended  September  30,  1998.  The 1999  earnings  per share
computation  includes a higher  average  share  count  primarily  due to the 6.3
million  additional  shares issued in connection with the acquisitions of Sirrom
Capital  Corporation and Preferred Business Credit, Inc. in the first quarter of
1999.

     INTEREST MARGINS EARNED.  Interest margins earned represents the difference
between (a) interest and income earned from financing transactions and operating
lease  income and (b) interest  expense and  depreciation  on operating  leases.
Interest  margins earned were $413.8 million for the nine months ended September
30, 1999, an increase of 24% over interest  margins earned of $333.8 million for
the  same  period  in 1998.  The  increase  was  principally  due to  annualized
portfolio  growth of 25% for the nine months ended September 30, 1999.  Interest
margins earned as a percentage of average  earning assets were 5.3% for the nine
months ended September 30, 1999, down from 5.4% for the same period in 1998.

                                       10
<PAGE>
     VOLUME-BASED FEES. Volume-based fees are generated by FINOVA's Distribution
& Channel  Finance,  Commercial  Services and Realty  Capital lines of business.
These fees are predominately based on volume-originated business rather than the
balance of outstanding  financing  transactions  during the period. For the nine
months ended September 30, 1999,  volume-based  fees were $38.3 million compared
to $57.9 million for the nine months ended  September 30, 1998. The decrease was
due to lower fee-based  volume for the nine months ended September 30, 1999 than
for the same period in the prior year ($4.8  billion vs. $5.4 billion) and lower
commission  rates  earned on that  volume  (0.79% vs.  1.07%).  The  decrease in
commission  rates was  primarily  due to an increased  percentage  of structured
finance (brokered) deals in Realty Capital which earn a lower average commission
rate than other fee-based  products  (0.37%),  and to the movement by Commercial
Services to improved credits with lower commission rates.

     PROVISION  FOR CREDIT  LOSSES.  The  provision  for credit losses was $52.1
million for the nine months ended  September  30, 1999 compared to $44.5 million
for the same period last year.  Net  write-offs  during the first nine months of
1999 were $39.6  million  compared to $36.9 million for the same period in 1998.
Corporate  Finance  incurred  $17.1 million in net  write-offs in the first nine
months of 1999  compared to $4.4  million in the first nine months of 1998.  Net
write-offs in Commercial  Services were $4.4 million in the first nine months of
1999  compared to $21.0  million in the same period in 1998.  Net  write-offs in
other lines of business for the first nine months of 1999 were comparable to net
write-offs in the first nine months of 1998.

     GAINS ON DISPOSAL OF ASSETS. Gains on disposal of assets were $46.0 million
for the nine months ended  September  30, 1999 compared to $15.4 million for the
first nine  months of 1998.  Gains were  earned on sales of  investments  ($16.1
million),  sales of CMBS loans ($11.8 million), and on the sales of other assets
($18.1  million)  including  assets  coming  off  lease  in  1999.  While in the
aggregate FINOVA has historically recognized gains on such disposals, the timing
and amount of these  gains are  sporadic  in nature.  There can be no  assurance
FINOVA  will  recognize  gains in the  future,  depending,  in part,  on  market
conditions at the time of sale.

     OPERATING  EXPENSES.  Operating  expenses increased $24.2 million to $183.3
million  for the first nine months of 1999  compared  to $159.1  million for the
first nine months of 1998.  This  increase was  attributable  to Company  growth
including the addition of 155 employees (primarily through  acquisitions) during
the twelve months ended  September 30, 1999.  Operating  expenses  improved as a
percentage  of  operating  margins plus gains on disposal of assets to 36.8% for
the nine months ended September 30, 1999 from 39.1% in the comparable  period in
1998.

     INCOME  TAXES.  Income  taxes were higher for the first nine months of 1999
compared to the  corresponding  period in 1998  primarily due to the increase in
pre-tax income.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     Managed assets were $12.50 billion at September 30, 1999 compared to $10.56
billion at December 31, 1998.  Included in managed  assets at September 30, 1999
were $11.97  billion in funds  employed  (including  $313.8 million of financing
contracts held for sale generated by FRC), $423.7 million of securitized  assets
managed by FINOVA and $106.9  million of  participations  sold to third parties.
The increase in managed  assets was due to funded new business of $3.43  billion
for the nine months ended September 30, 1999,  compared to $2.74 billion for the
nine months ended  September 30, 1998,  plus $486 million of assets  acquired in
the first  quarter of 1999,  partially  offset by  prepayments  and asset  sales
accompanied by normal portfolio amortization.

     The reserve for credit losses  increased to $248.3 million at September 30,
1999 from $207.6  million at December 31,  1998.  At  September  30,  1999,  the
reserve for credit losses  represented 2.1% of ending managed assets  (excluding
participations  and  financing  contracts  held for  sale)  compared  to 2.0% at
year-end.  Nonaccruing  assets  increased  to $285.5  million  or 2.3% of ending

                                       11
<PAGE>
managed  assets  (excluding  participations)  at September  30, 1999 from $249.6
million or 2.1% at June 30, 1999 and from  $205.2  million or 2.0% at the end of
1998.  Nonaccruing  assets  increased due to the  acquisition  of Sirrom Capital
Corporation  in the first quarter of 1999, and due to the transition of FINOVA's
$33 million share of a large  syndicated  credit facility held by the Healthcare
Finance line of business to nonaccruing status in the third quarter of 1999.

     At  September  30,  1999,  FINOVA had $10.29  billion of debt  outstanding,
representing  6.04 times the Company's  equity base of $1.70 billion  (including
$111.6  million  of  convertible  preferred  securities).  Included  in  debt at
September  30, 1999 was  approximately  $4.34  billion of  commercial  paper and
short-term borrowings supported by unused long-term revolving-credit agreements.
At year-end 1998, FINOVA's debt was 6.56 times the equity base of $1.28 billion.
The reduction in the Company's  leverage was primarily the result of adding $343
million of equity in conjunction with the Sirrom acquisition partially offset by
the  repurchase  of 1.8 million  shares of FINOVA  common  stock  which  reduced
outstanding equity by $89.3 million during the first nine months of 1999.

     Growth in funds employed is financed by FINOVA's internally generated funds
and new  borrowings.  During the nine months ended  September  30, 1999,  FINOVA
issued $1.79 billion of new long-term  borrowings  and recognized a net increase
in  commercial  paper  outstanding  of $592.2  million.  During the same period,
FINOVA repaid $591.8 million of long-term borrowings.

     FINOVA  repurchased  1,815,000  shares of its common stock during the first
nine months of 1999.  These shares are  intended to fund awards  under  FINOVA's
stock  incentive  plan or for other uses approved by the Company's  Board or its
Executive Committee.

SEGMENT REPORTING

     FINOVA's business is organized into three market groups, which are also its
reportable segments:  Commercial Finance, Specialty Finance and Capital Markets.
Management  principally  relies on total revenue,  income before allocations and
managed  assets  in  evaluating  the  business  performance  of each  reportable
segment.

     Total  revenue  is the sum of  operating  margin and gains on  disposal  of
assets.  Income before  allocations  is income  before  income taxes,  preferred
dividends,  corporate  overhead  expenses  and the  unallocated  portion  of the
provision for credit losses. Managed assets include each segment's investment in
financing transactions plus securitizations and participations sold.

     COMMERCIAL  FINANCE.  Commercial Finance includes  traditional  asset-based
businesses that provide  financing  through revolving credit facilities and term
loans  secured  by  assets  such  as  receivables  and  inventories,  as well as
providing factoring and management services.

     Total net  revenue  was $160.0  million in 1999  compared to $138.2 for the
first nine months of 1998, an increase of 15.7%.  The increase was primarily due
to a 20.5%  increase  in  managed  assets  over the first  nine  months of 1998,
partially  offset by the  effects  of  competitive  pressures  on pricing in the
asset-based  lending  businesses,  a decrease in fee-based volume and a 21 basis
point  reduction  in the average rate earned on that  volume.  Fee-based  volume
decreased  for the  segment to $3.15  billion in 1999 from $3.30  billion in the
first nine months of 1998.

     Income before allocations increased 28.6% to $70.1 million in 1999 compared
to $54.6  million in the first nine months of 1998.  In  addition  to  portfolio
growth,  the  increase  resulted  from  lower  net  write-offs  in  1999  in the
Commercial  Services line of business ($4.4 million in 1999 vs. $21.0 million in
the first nine months of 1998),  partially  offset by higher net  write-offs  in
Corporate  Finance  ($17.1  million in 1999 vs.  $4.4  million in the first nine
months of 1998).

     Managed  assets grew to $3.53 billion in the first nine months of 1999 from
$2.93  billion  in the  same  period  in 1998,  primarily  due to  increases  in
Rediscount Finance and Corporate Finance. The addition of Growth Finance,  which

                                       12
<PAGE>
is  composed  of two small  acquisitions,  also  added to the  growth in managed
assets at September 30, 1999.  New business in Commercial  Finance for the first
nine months of 1999 was $874.5 million  compared to $592.5 million for the first
nine months of 1998.

     SPECIALTY  FINANCE.  Specialty  Finance  provides a wide variety of lending
products  such as  leases,  loans,  accounts  receivable  and  cash  flow  based
financing,  as well as servicing and  collection  services to a number of highly
focused industry specific niches.

     Total net revenue  increased to $278.3  million in the first nine months of
1999,  compared to $254.6  million in the same period of 1998.  The  increase in
revenue was attributable to 18.3% growth in managed assets,  partially offset by
the  effects  of a  one-time  revenue  enhancement  recorded  in 1998  from  the
refinancing of non-recourse debt in a real estate leveraged lease.

     Income before  allocations  increased to $223.6 million for the nine months
ended  September 30, 1999 from $204.6  million for the same period in 1998.  The
increase in income was primarily due to the growth in total net revenue over the
nine months ended September 30, 1998.

     Managed  assets grew to $7.84 billion in the first nine months of 1999 from
$6.63  billion in the same period of 1998,  an increase of 18.3%.  The growth in
managed  assets was driven by new  business  originations  (leases and loans) of
$2.36 billion during the 1999 period,  compared to $2.09 billion in 1998, and by
a $129 million  decrease in prepayments  and asset sales in 1999 compared to the
same period in 1998.

     CAPITAL  MARKETS.   Capital  Markets,  in  conjunction  with  institutional
investors,  provides  commercial  mortgage  banking services and debt and equity
capital funding.  Mezzanine  Capital  (formerly Sirrom Capital  Corporation) was
added to this segment late in the first quarter of 1999.

     Total net  revenue  increased  to $67.1  million in the nine  months  ended
September  30, 1999 from $9.9  million in the same period of 1998.  The increase
was primarily due to the acquisition of Mezzanine Capital and to the recognition
of $11.8  million in gains on sales of CMBS loans by Realty  Capital in the 1999
period,  compared  to $13  million  in  losses in the same  period of 1998.  The
increase was partially offset by lower  volume-based  fees for Realty Capital in
1999 due to an increased  percentage of structured finance (brokered) deals with
lower commission rates.

     Income  before  allocations  was $19.8  million in the first nine months of
1999 compared to a loss of $10.2  million in the first nine months of 1998.  The
increase in income was  primarily  due to higher  total net revenue in the first
nine months of 1999,  partially offset by higher  operating  expenses due to the
acquisition of Mezzanine Capital in the first quarter of 1999.

     Managed assets increased to $1.04 billion at September 30, 1999 from $293.9
million at September 30, 1998. The  acquisition of Mezzanine  Capital added $469
million of managed assets to the segment. The remaining increase was principally
due to additional  fundings of Realty Capital's  held-to-maturity  portfolio and
continued origination of CMBS loans.

YEAR 2000 COMPLIANCE

     FINOVA  continues to implement  changes  necessary to help assure  accurate
date  recognition  and data processing with respect to the year 2000. To be year
2000 compliant means (1) significant  information  technology  ("IT") systems in
use by FINOVA  demonstrate  performance and functionality that is not materially
affected by  processing  dates on or after  January 1, 2000,  (2)  customers and
collateral  included in FINOVA's  portfolio of business are year 2000  compliant
and (3) vendors of services  critical to FINOVA's  business  processes  are year
2000 compliant.

                                       13
<PAGE>
     FINOVA's non-IT systems used to conduct business at its facilities  consist
primarily of office equipment (other than computer and communications equipment)
and other  equipment at leased office  facilities.  FINOVA has  inventoried  its
non-IT systems and has sent year 2000 questionnaires to office equipment vendors
and landlords to determine the status of their year 2000 readiness.

     Primary  internal  activities  related to this issue are  modifications  to
existing  computer  programs  and  conversions  to new  programs.  FINOVA  has a
five-phase plan for assuring year 2000 compliance of its internal systems:

1)   Identifying  each area,  function and application that could be affected by
     the change in date.
2)   Determining the extent to which each area,  function or application will be
     affected by the change in date and  identifying the proper course of action
     to eliminate adverse effects.
3)   Making the changes necessary to bring the system into year 2000 compliance.
4)   Testing the integrated system.
5)   Switching to year 2000 compliant applications.

     As of September 30, 1999, FINOVA has completed all the necessary changes to
make  mission  critical  applications  year 2000  compliant.  FINOVA  intends to
promptly  address year 2000 issues for any acquisitions  consummated  after this
filing. Where appropriate,  new acquisitions will be migrated to existing FINOVA
applications that are already year 2000 ready.

     Costs incurred to bring FINOVA's internal systems into year 2000 compliance
are not expected to have a material  impact on FINOVA's  results of  operations.
Maintenance and modification costs are expensed as incurred,  while the costs of
new hardware and software are  capitalized  and amortized  over their  estimated
useful lives. As of September 30, 1999, FINOVA has incurred expenses of $207,000
and  capital  costs of $1.7  million  related to year 2000  compliance  efforts.
FINOVA  estimates  that 90% of anticipated  costs have been  recognized but will
continue to review and revise these figures as necessary on a quarterly basis.

     FINOVA's  aggregate  cost estimate does not include time and costs that may
be incurred as a result of the failure of any third  parties to become year 2000
compliant.  FINOVA is communicating with customers,  software vendors and others
to determine if their  applications  or services are year 2000  compliant and to
assess the potential impact on FINOVA related to this issue.

     Risks to FINOVA include that third parties may not have accurately assessed
their state of  readiness.  Similarly,  FINOVA cannot assure that the systems of
other companies and government agencies on which FINOVA relies will be converted
in a timely manner. While FINOVA believes all necessary work on internal systems
has been completed, there can be no guarantee that all systems will be compliant
by the year 2000.

     FINOVA routinely  assesses the year 2000 compliance status of its borrowers
and  generally  requires  that  they  provide   representations  and  warranties
regarding  their status.  FINOVA also  attempts to monitor  their  progress with
questionnaires and other means.

     While  FINOVA  believes it has been  diligent in its efforts to  reasonably
ensure  its  customers'  and  service  providers'  year 2000  compliance,  it is
possible  under a worst case  scenario for a number of its borrowers and service
providers to not be capable of fully performing their contractual obligations to
FINOVA.  The  financial  impact of this worst case scenario  cannot  reliably be
determined.

                                       14
<PAGE>
     FINOVA is  developing  contingency  plans  for the  change  in  century  by
reviewing departmental needs and establishing  procedures to operate manually in
the event of a system failure.  Existing Business  Resumption Plans are expected
to be updated by the end of  November  to  address  year 2000  issues as well as
various other potential business  interruptions.  Vacation schedules and holiday
schedules  are  being  adjusted  to help  assure  that  sufficient  staffing  is
available to address material problems.  Critical support  relationships will be
contacted to help assure that they will be capable of servicing  material issues
that should arise in a prompt manner. There can be no assurance,  however,  that
trained  technical  support  personnel will be available at that time, as demand
for their services could grow considerably.

RECENT DEVELOPMENTS AND BUSINESS OUTLOOK

     FINOVA  continues to seek new  business by  emphasizing  customer  service,
providing  competitive  interest  rates and focusing on selected  market niches.
Additionally,  FINOVA continues to evaluate potential acquisition  opportunities
it believes are consistent with its business strategies.

NEW ACCOUNTING STANDARDS

     In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivatives and
Hedging  Activities - Deferral of the Effective Date of FASB Statement No. 133,"
("SFAS No. 137").  This  statement  defers the effective date of SFAS No. 133 to
all fiscal  quarters of all fiscal years beginning after June 15, 2000. SFAS No.
133, "Accounting for Derivative  Instruments and Hedging Activities," ("SFAS No.
133") standardizes the accounting for derivative instruments,  including certain
derivative  instruments  embedded in other  contracts,  by  recognition of those
items as assets or  liabilities  in the  statement  of  financial  position  and
measurement at fair value. The impact of SFAS No. 133 on the Company's financial
position and results of operations has not yet been determined.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There were no material changes from the information  provided in the report
on Form 10-K/A, Amendment No. 2 for the year ended December 31, 1998.

                                       15
<PAGE>
                            PART II OTHER INFORMATION

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

     (a)  The following exhibits are filed herewith:

          Exhibit No.                          Document
          -----------                          --------
              12        Computation of Ratio of Income to Fixed Charges
                        and Preferred Stock Dividends (interim period).

              27        Financial Data Schedule

     (b)  Reports on Form 8-K:

     A report on Form 8-K, dated October 15, 1999 was filed by Registrant  which
reported  under Items 5 and 7 the  revenues,  net income and selected  financial
data and ratios for the third quarter ended September 30, 1999 (unaudited).

                                       16
<PAGE>
                              THE FINOVA GROUP INC.

SIGNATURES

     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.


                              THE FINOVA GROUP INC.
                                  (Registrant)


Dated: November 15, 1999                By: /s/ Bruno A. Marszowski
                                            ------------------------------------
                                            Bruno A. Marszowski, Senior Vice
                                            President, Chief Financial Officer
                                            and Controller Principal Financial
                                            and Accounting Officer

                                       17
<PAGE>
                              THE FINOVA GROUP INC.
                         COMMISSION FILE NUMBER 1-11011
                                  EXHIBIT INDEX
                          SEPTEMBER 30, 1999 FORM 10-Q

          Exhibit No.                          Document
          -----------                          --------
              12        Computation of Ratio of Income to Fixed Charges
                        and Preferred Stock Dividends (interim period).

              27        Financial Data Schedule