<PAGE> 1
========================================================================
         UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                            FORM 10-QSB


X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES ACT OF 1934 FOR THE PERIOD ENDED DECEMBER 31, 1999



    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

       For the transition period from ________ to _________.

                  Commission file number: 0-26680


                     NICHOLAS FINANCIAL, INC.
      (Exact name of registrant as specified in its Charter)


       British Columbia, Canada                   8736-3354
   (State or Other Jurisdiction of             (I.R.S. Employer
     Incorporation or Organization)          Identification No.)

  2454 McMullen Booth Road, Building C
        Clearwater, Florida                         33759
  (Address of Principal Executive Offices)        (Zip Code)

                          (727) 726-0763
       (Registrant's telephone number, Including area code)

                          Not applicable
  (Former name, former address and former fiscal year, if changed
                       since last report)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section 13  and  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or for such shorter periods 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 ____.


 As of January 31st, 2000 there were 2,351,308 shares of common
                        stock outstanding

             This Form 10-QSB consists of 19 pages.
========================================================================

<PAGE> 2



                    Nicholas Financial, Inc.
                           Form 10-QSB
                              Index


Part I. Financial Information                                Page
------------------------------                              -------

Item 1.   Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheet
           as of December 31, 1999.............................3

          Condensed Consolidated Statements of
           Income for  the  three and nine months
           ended December 31, 1999 and 1998....................4

          Condensed Consolidated Statements of
           Cash Flows for the nine months ended
           December 31, 1999 and 1998..........................5

          Notes to the Condensed Consolidated
           Financial Statements................................6

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

Part II. Other Information
----------------------------

Item 1.   Legal Proceedings...................................16

Item 2.   Changes in Securities...............................16

Item 3.   Defaults upon Senior Securities.....................16

Item 4.   Submission of Matters to a Vote
           of Security Holders................................16

Item 5.   Other Information...................................16

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

          Signatures..........................................17

          Index of Exhibits...................................18


<PAGE> 3
<TABLE>

                     Nicholas Financial, Inc.
               Condensed Consolidated Balance Sheet
                            (Unaudited)

<CAPTION>

                                                    December 31,
                                                       1999
                                                  ----------------
<S>                                               <C>
Assets
Cash                                                 $   243,553
Finance receivables, net                              47,078,092
Accounts receivable                                       24,565
Prepaid expenses and other assets                        448,675
Property and equipment, net                              234,321
Deferred income taxes                                  1,484,336
                                                    ------------
Total assets                                         $49,513,542
                                                    ============

Liabilities
Line of credit                                       $35,214,549
Notes payable - related party                          1,603,024
Accounts payable                                       1,878,012
Deferred revenues                                        444,664
Other liabilities                                         17,003
                                                    ------------
                                                      39,157,252

Shareholders' equity
Preferred stock, no par: 5,000,000 shares
 authorized;none issued and outstanding                        -

Common stock, no par: 50,000,000 shares
authorized; 2,351,308 shares issued and
outstanding                                            3,709,785
Retained earnings                                      6,646,505
                                                    ------------
                                                      10,356,290
                                                    ------------
Total liabilities and shareholders' equity           $49,513,542
                                                    ============

See accompanying notes.

</TABLE>
<PAGE> 4

                     Nicholas Financial, Inc.
            Condensed Consolidated Statements of Income
                            (Unaudited)

<TABLE>
<CAPTION>
                                  Three months ended      Nine months ended
                                      December 31            December 31
                                    1999       1998        1999        1998
                                 ---------------------------------------------
<S>                             <C>         <C>        <C>         <C>
Revenue:
Interest income on
 finance receivables            $3,486,518  $2,569,082  $9,453,993  $7,029,773
Sales                              133,050     121,861     398,498     339,190
                                 ---------------------------------------------
                                 3,619,568   2,690,943   9,852,491   7,368,963
Expenses:
Cost of sales                       23,230      23,622      61,056      69,302
Marketing                           92,262     109,922     279,975     273,450
Administrative                   1,357,795   1,092,060   3,694,411   2,898,748
Provision for credit losses        312,571     238,965     787,900     599,234
Depreciation and amortization       22,500      34,351      68,640      88,753
Interest expense                   725,309     560,688   2,027,462   1,799,331
                                 ---------------------------------------------
                                 2,533,667   2,059,608   6,919,444   5,728,818
                                 ---------------------------------------------
Operating income before
 income taxes                    1,085,901     631,335   2,933,047   1,640,145

Income tax expense (benefit):
Current                            451,754     347,238   1,499,730     926,550
Deferred                           (34,280)   (101,434)   (375,074)   (291,434)
                                 ---------------------------------------------
                                   417,474     245,894   1,124,656     635,116
                                 ---------------------------------------------
Net Income                        $668,427    $385,441  $1,808,391  $1,005,029
                                 =============================================
Earnings per share - basic           $0.28       $0.16       $0.77       $0.43
                                 =============================================
Earnings per share - diluted         $0.26       $0.16       $0.71       $0.41
                                 =============================================

See accompanying notes.
</TABLE>
<PAGE> 5
                     Nicholas Financial, Inc.
          Condensed Consolidated Statements of Cash Flows
                            (Unaudited)

<TABLE>
<CAPTION>
                                    Nine months ended December 31,
                                          1999          1998
                                     ----------------------------
<S>                                   <C>            <C>
Operating activities
---------------------
Net income                            $ 1,808,391    $ 1,005,029
Adjustments to reconcile net
 income to net cash provided
 by operating activities:
Depreciation of property and
 equipment                                 68,640         88,753
Provision for credit losses               787,900        599,234
Deferred income taxes                    (209,280)      (291,434)
Changes in operating assets
 and liabilities:
Accounts receivable                        (1,633)        (2,371)
Prepaid expenses and other assets        (139,831)      (266,885)
Deferred revenues                          56,720        144,731
Accounts payable                          242,318       (112,142)
Other liabilities                          (4,696)          (504)
Income taxes payable                      (99,662)       (81,357)
                                     ----------------------------
Net cash provided
 by operating activities                2,508,867      1,083,054

Investing activities
----------------------
Increase in finance receivables,
  net of principal collected           (7,942,521)    (4,643,306)
Purchase of property and equipment        (85,668)       (74,936)
                                     ----------------------------
Net cash used in investing
  activities                           (8,028,189)    (4,718,242)

Financing activities
-----------------------
Proceeds (repayment) of notes
 payable - related party                   (3,741)             -
Net proceeds from line of credit        5,250,000      3,669,955
Sale of common stock                        7,198         53,928
                                     ----------------------------
Net cash provided by financing
 activities                             5,253,457      3,723,883
                                     ----------------------------
Net decrease in cash                     (265,865)        88,695

Cash, beginning of period                 509,418        303,960
                                     ----------------------------
Cash, end of period                      $243,553       $392,655
                                     ============================

See accompanying notes.

</TABLE>
<PAGE> 6

                     Nicholas Financial, Inc.
     Notes to the Condensed Consolidated Financial Statements
                           (Unaudited)
                        December 31, 1999

1. Basis of Presentation

The   accompanying   unaudited   condensed   consolidated   financial
statements  of  Nicholas  Financial Inc  (the  "Company")  have  been
prepared  in accordance with generally accepted accounting principles
for  interim financial information and with the instructions to  Form
10-QSB  pursuant  to  the Securities and Exchange  Act  of  1934,  as
amended in Article 10 of Regulation SB, as amended. 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 (consisting
of  normal  recurring  accruals)  considered  necessary  for  a  fair
presentation  have  been included. Operating  results  for  the  nine
months ended December 31, 1999 are not necessarily indicative of  the
results  that may be expected for the year ended March 31, 2000.  For
further  information, refer to the consolidated financial  statements
and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended March 31, 1999.

2. Earnings Per Share

Basic earnings per share excludes any dilutive effects of common
stock equivalents such as options, warrants, and convertible
securities. Diluted earnings per share includes the effects of
dilutive options, warrants, and convertible securities. Basic and
diluted earnings per share have been computed as follows:

<PAGE> 7

                     Nicholas Financial, Inc.
     Notes to the Condensed Consolidated Financial Statements
                            (Unaudited)
                         December 31, 1999

<TABLE>
<CAPTION>
                                            Three months ended   Nine months ended
                                               December 31,          December 31,
                                             1999       1998       1999       1998
                                        ----------------------------------------------
<S>                                    <C>         <C>        <C>         <C>
Numerator:

 Numerator for basic earnings per
  share - Net income available to
  common stockholders                    $668,427    $385,441   $1,808,391  $1,005,029
 Effect of dilutive securities:
    Convertible debt                       24,909      24,909       74,727      74,727
                                        ----------------------------------------------
 Numerator for dilutive earnings
  per share - income available to
  common stockholders after assumed
  conversions                            $693,336    $410,350   $1,883,118  $1,079,756

Denominator:

 Denominator for basic earnings per
  share - weighted average shares       2,352,608   2,358,733    2,352,040   2,357,589

 Effect of dilutive securities: (A)
   Employee stock options                  59,204           -       47,952           -
   Convertible debt                       264,798     264,798      264,798     264,798
                                        ----------------------------------------------
 Dilutive potential common shares         324,002     264,798      312,750     264,798

  Denominator for diluted earnings
   per share - adjusted weighted-
   average shares and assumed
   conversions                          2,676,610   2,623,531    2,664,790   2,622,387
                                        ==============================================
Earnings per share - basic                  $0.28       $0.16        $0.77       $0.43
                                        ==============================================
Earnings per share - diluted                $0.26       $0.16        $0.71       $0.41
                                        ==============================================
Footnote A:
     The following options and warrants
were  outstanding  but  not included in
the computation of diluted earnings per
share  because  the  exercise price was
greater  than  the average market price
of  the  common  shares and, therefore,
the effect would be antidilutive.

    Options                                     -     230,700            -     230,700
    Warrants                              333,333     333,333      333,333     333,333

</TABLE>
<PAGE> 8

                     Nicholas Financial, Inc.
     Notes to the Condensed Consolidated Financial Statements
                            (Unaudited)
                         December 31, 1999




3. Finance Receivables

Finance  receivables  consist  of  automobile  finance installment
contracts and direct consumer loans and are detailed as follows:


<TABLE>

   <S>                                   <C>
    Finance receivables, gross contract   $74,951,740
    Less:
       Unearned interest                  (17,646,510)
                                          ------------
                                           57,305,230
       Nonrefundable dealer reserves       (8,097,866)
       Allowance for credit losses         (2,129,272)
                                          ------------
       Finance receivables, net           $47,078,092
                                          ============

</TABLE>

The terms  of  the  receivables range from 6 to 60 months and bear a
weighted average effective interest rate of 24%.


4. Line of Credit

The  Company  has  a $45,000,000 line of credit facility  (the  Line)
which  expires on November 30, 2002. Borrowings under the  Line  bear
interest  at  the  prime  rate. The Company also  has  several  LIBOR
pricing  options available.  If the outstanding balance  falls  below
$10,000,000  the  Line bears interest at the prime rate  plus  1.75%.
Pledged as collateral for this credit facility are all of the  assets
of Nicholas Financial, Inc. and its subsidiaries.

On May 11, 1999 the Company entered into an interest rate swap with a
notional  amount of $10 million at a fixed rate of 5.81%, maturing on
May 24, 2002. On May 21, 1999  the  Company entered into two interest
rate  swaps  with notional amounts of $5 million each, at fixed rates
of 5.81%  and 6.08%,  maturing  on  May 24,  2001  and  May 24, 2004,
respectively.

On  August 18, 1999 the Company terminated a $5 million swap maturing
on  May  24,  2004 in exchange for $52,000. In addition  the  Company
entered  into  an interest rate swap with a notional  amount  of  $10
million at a fixed rate of 5.80%, provided that 30 day libor does not
exceed  8%,  maturing  on May 24, 2003. In the  event  30  day  libor
exceeds  8.00%  ,  the fixed rate of 5.80% would  swap  back  to  the
variable rate for all periods where 30 day libor exceeds 8.00%.

On  November 1, 1999 the Company successfully renegotiated its credit
facility.  The  new  agreement increases the total  facility  to  $45
million,  reduces the effective interest rate charged to the  Company
and extends the maturity date to November 1, 2002.

<PAGE> 9

                     Nicholas Financial, Inc.
     Notes to the Condensed Consolidated Financial Statements
                            (Unaudited)
                         December 31, 1999


<TABLE>
<CAPTION>

5. Notes Payable - Related Party

Notes payable consisted of the following:

<S>                                                     <C>

Notes payable, due  through January 2002, unsecured,
subordinated  to the Line, with interest  at varying
rates  up  to  12%  with  quarterly  and  semiannual
interest payments.  The notes are convertible at the
option of the holder, into  common  shares at prices
from $4.50 to $6.00 per share.                           $1,150,000

Notes payable, unsecured  interest at 12%, quarterly
interest  due  through April 2000, at which time the
entire principal balance and unpaid interest is due,
subordinated to the Line. The note is convertible at
the  option  of  the  holder, into  common shares at
$8.25 per share.                                            200,000

Note payable, unsecured,  interest at 12%, principal
and interest due through March 2000.                        245,470

Note  payable, unsecured, interest at 12%, quarterly
interest due through August 2000, at which time  the
entire principal balance is due.                              7,554

                                                        -----------
                                                         $1,603,024
                                                        ===========
</TABLE>

<PAGE> 10

         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS
Introduction

   Consolidated net income increased for the three month period ended
December  31,  1999  to $668,427 from $385,441 for  the  three  month
period  ended December 31, 1998. Earnings were favorably impacted  by
an  increase  in  the outstanding loan portfolio  and  net  portfolio
yield.  The Company's NDS subsidiary did not contribute significantly
to  consolidated operations in the three month periods ended December
31, 1999 or 1998.

   Consolidated net income increased for the nine month period  ended
December  31, 1999 to $1,808,391 from $1,005,029 for the  nine  month
period  ended December 31, 1998. Earnings were favorably impacted  by
an  increase  in  the outstanding loan portfolio  and  net  portfolio
yield.  The Company's NDS subsidiary did not contribute significantly
to  consolidated operations in the nine month periods ended  December
31, 1999 or 1998.

<TABLE>
<CAPTION>
                             Three Months Ended        Nine Months Ended
                                December 31               December 31
                              1999        1998         1999          1998
                          ---------------------------------------------------
<S>                      <C>          <C>          <C>           <C>
Average Net Finance
 Receivables (1)          $56,318,153  $43,965,361  $53,101,652   $42,367,190
Average Indebtedness(2)    35,480,572   28,460,477   33,369,289    27,260,625
Total Interest Revenues     3,486,518    2,569,082    9,453,993     7,029,773
Interest Expense              725,309      560,688    2,027,462     1,799,331
                          ---------------------------------------------------
Net Interest Income         2,761,209    2,008,394    7,426,531     5,230,442
Gross Portfolio Yield(3)       24.76%       23.37%       23.74%        22.12%
Average Cost of
 Borrowed Funds(2)              8.18%        7.88%        8.10%         8.80%
                          ---------------------------------------------------
Net Interest Spread (4)        16.59%       15.49%       15.64%        13.32%
Net Portfolio Yield (3)        19.61%       18.27%       18.65%        16.46%
Write-off to Liquidation(5)     8.37%        8.87%        7.09%         7.99%
Net Charge-Off Percentage(6)    7.19%        7.68%        6.17%         6.88%

</TABLE>

(1) Average  net  finance receivables represents the average  of  net
    finance   receivables  throughout  the  period.      Net  finance
    receivables  represents  gross  finance  receivables   less   any
    unearned finance charges related to those receivables.

(2) Average   indebtedness   represents   the   average   outstanding
    borrowings  under  the  Line of Credit and notes  payable-related
    party.   Average  cost  of  borrowed  funds  represents  interest
    expense as a percentage of average indebtedness.

(3) Gross  portfolio yield represents total revenues as a  percentage
    of   average  net  finance  receivables.   Net  portfolio   yield
    represents  net  interest income as a percentage of  average  net
    finance receivables.

(4) Net  interest  spread represents the gross portfolio  yield  less
    the average cost of borrowed funds.

(5) Liquidation  is  defined  as  beginning receivable  balance  plus
    current  period  purchases minus voids  and     refinances  minus
    ending receivable balance.

(6) Net  charge-off percentage represents net charge-offs divided  by
    average net finance receivables outstanding during the period.


<PAGE> 11

Three  months  ended December 31, 1999 compared to three  months  ended
December 31, 1998


 Interest Income and Loan Portfolio

       Interest revenue increased 36% to $3.5 million for the  period
ended  December  31,  1999, from $2.6 million for  the  period  ended
December  31, 1998. The net finance receivable balance totaled  $47.1
million  at  December 31, 1999, an increase of  29%  from  the  $36.5
million  at  December 31, 1998. The gross finance receivable  balance
increased  30%  to  $75.0 million at December  31,  1999  from  $57.8
million  at  December 31, 1998. The primary reason  interest  revenue
increased  was  the increase in the outstanding loan  portfolio.  The
gross  portfolio  yield increased from 23.37% for  the  period  ended
December  31, 1998 to 24.76% for the period ended December 31,  1999.
The  primary  reason that net finance receivables increased  was  the
opening of two additional offices.

 Computer Software Business

       Sales  for  the  period  ended December 31, 1999 were $133,050
compared  to  $121,861  for the  period  ended  December 31, 1998, an
increase of 9%. This increase was primarily due to a increase  in new
installations during the period ended December 31, 1999.

 Operating Expenses

       Operating expenses, excluding provision for credit losses  and
interest  expense,  increased  to $1,495,787  for  the  period  ended
December  31, 1999 from $1,259,955 for the period ended December  31,
1998.  This increase of 19% was primarily attributable to the opening
of  two  additional  branches, increased home  office  personnel  and
increased general operating expenses.

 Interest Expense

       Interest  expense increased to $725,309 for the  period  ended
December  31,  1999  as  compared to $560,688 for  the  period  ended
December  31, 1998. This increase was due to an increase  in  average
outstanding borrowings from $28.5 million to $35.5 million during the
comparable periods. The average cost of funds borrowed increased from
7.88%  for the period ended December 31, 1998 to 8.18% for the period
ended December 31, 1999 .


<PAGE> 12

Nine  months  ended December 31, 1999 compared to nine  months  ended
December 31, 1998


  Interest Income and Loan Portfolio

       Interest revenue increased 34% to $9.5 million for the  period
ended  December  31,  1999, from $7.0 million for  the  period  ended
December  31, 1998. The net finance receivable balance totaled  $47.1
million  at  December 31, 1999, an increase of  29%  from  the  $36.5
million  at  December 31, 1998. The gross finance receivable  balance
increased  30%  to  $75.0 million at December  31,  1999  from  $57.8
million  at  December 31, 1998. The primary reason  interest  revenue
increased  was  the increase in the outstanding loan  portfolio.  The
gross  portfolio  yield increased from 22.12% for  the  period  ended
December  31, 1998 to 23.74% for the period ended December 31,  1999.
The  primary  reason that net finance receivables increased  was  the
opening of two additional offices.

 Computer Software Business

       Sales  for  the  period  ended December 31, 1999 were $398,498
compared  to  $339,190  for  the  period  ended  December 31, 1998, a
increase of 17%. This increase was primarily due to a increase in new
installations during the period ended December 31, 1999.

 Operating Expenses

       Operating expenses, excluding provision for credit losses  and
interest  expense,  increased  to $4,104,082  for  the  period  ended
December  31, 1999 from $3,330,253 for the period ended December  31,
1998.  This increase of 23% was primarily attributable to the opening
of  two  additional  branches, increased home  office  personnel  and
increased general operating expenses.

 Interest Expense

       Interest expense increased to $2,027,462 for the period  ended
December  31,  1999 as compared to $1,799,331 for  the  period  ended
December  31, 1998. This increase was due to an increase  in  average
outstanding borrowings from $27.3 million to $33.4 million during the
comparable periods. The average cost of funds borrowed decreased from
8.80%  for the period ended December 31, 1998 to 8.10% for the period
ended December 31, 1999

<PAGE> 13

Analysis of Credit Losses

     Because  of  the nature of the borrowers under the Contracts and
its   direct  consumer  loan  program,   the  Company  considers  the
establishment   of   adequate   reserves  for  credit  losses  to  be
imperative.  The Company segregates   its   Contracts  into pools for
purposes of establishing reserves for losses. Each such pool consists
of  the  loans  purchased by  a  Company branch office during a three
month period. The  average  pool  consists  of  70  Contracts with an
aggregate initial principal amount of  approximately  $545,000. As of
December 31, 1999, the Company had 230 active pools.

     The Company pools Contracts according to branch location because
the  branches  purchase  contracts in different  markets  located  in
Florida,  Georgia and North Carolina . All Contracts purchased  by  a
branch  during  a  fiscal quarter comprise a  pool.  This  method  of
pooling  by  branch and quarter allows the Company  to  evaluate  the
different  markets where the branches operate. The pools  also  allow
the  Company  to  evaluate the different levels of  customer  income,
stability,  credit  history, and the types of vehicles  purchased  in
each market.

     A  pool retains an amount equal to 100% of the discount  into  a
reserve  for  credit  losses. In situations where,  at  the  date  of
purchase, the discount is determined to be insufficient to absorb all
potential  losses  associated with the  pool,  a  portion  of  future
unearned  income associated with that specific pool will be added  to
the  reserves for credit losses until total reserves have reached the
appropriate  level. Subsequent to the purchase, if  the  reserve  for
credit losses is determined to be inadequate for a pool which is  not
fully  liquidated,  then a charge to income is  used  to  reestablish
adequate  reserves.  If  a  pool  is fully  liquidated  and  has  any
remaining reserves, the excess reserves are recognized as income.

     In  analyzing  a  pool, the Company considers the performance of
prior pools   originated  by  the branch office, the  performance  of
prior  Contracts  purchased  from  the  dealers  whose  Contracts are
included in the  current  pool,  the  credit rating of the  borrowers
under  the Contracts   in   the pool, and current market and economic
conditions. Each   pool  is analyzed monthly to determine if the loss
reserves  are adequate,  and   adjustments  are  made  if  they   are
determined to be necessary. As of December 31, 1999, the Company  had
established reserves  for losses on Contracts of $9,976,588 or 18.28%
of net outstanding receivables.


<PAGE> 14

   The  following  tables present certain information  regarding  the
delinquency  rates  experienced  by  the  Company  with  respect   to
Contracts and under its direct consumer loan program:

<TABLE>
<CAPTION>


                              Nine Months Ended     Nine Months Ended
                              December 31, 1999     December 31, 1998
                             ------------------------------------------
<S>                       <C>   <C>     <C>      <C>   <C>     <C>
Contracts
Gross Balance Outstanding       $71,424,596            $55,955,413

                             Dollar                  Dollar
Delinquencies                Amount     Percent*     Amount   Percent*
                            --------   ---------     -------  ---------
30 to 59 days             $1,681,726      2.35%   $1,905,083    3.40%
60 to 89 days                375,087      0.53%      557,096    1.00%
90   +   days                110,302      0.15%      328,965    0.59%
                          ----------     ------    ---------   ------
Total Delinquencies       $2,167,115              $2,791,144

*Total Delinquencies as
 percent of outstanding balance           3.03%                 4.99%

Direct Loans
Gross Balance Outstanding       $ 3,524,161            $ 1,817,050

Delinquencies

30 to 59 days               $ 33,402      0.95%     $ 15,889    0.87%
60 to 89 days                  3,830      0.11%        5,556    0.31%
90 + days                      5,761      0.16%        4,419    0.24%
                            --------      -----       ------    -----
Total Delinquencies         $ 42,993                $ 25,864

*Total Delinquencies as a
percent of outstanding balance            1.22%                 1.42%


</TABLE>

   The provision for credit losses was $312,571 for the  three  month
period ended December 31, 1999 and $787,900 for the nine month period
ended  December 31, 1999 as compared to $238,965 for the three  month
period ended December 31, 1998 and $599,234 for the nine month period
ended  December  31, 1998. The Company increased  its  total  reserve
percentage from 13.48% for the period ended March 31, 1999 to  13.64%
for  the period ended December 31, 1999. Management believes that the
reserve  adjustments  made during the three and  nine  month  periods
ended  December 31, 1999 are consistent with its reserve methodology.

Income Taxes

   The Company's effective tax rate remained relatively consistent at
38.44%  and  38.34% for the three and nine months ended December  31,
1999,  as compared to 38.95% and 38.72% for the three and nine months
ended December 31, 1998, respectively.

<PAGE> 15

Liquidity and Capital Resources

The  Company's cash flows for the nine months ended December 31, 1999
and December 31, 1998 are summarized as follows:


<TABLE>
<CAPTION>

                                 Nine months ended  Nine months ended
                                    December 31,   December 31,
                                       1999          1998
                                 ------------------------------------
<S>                                <C>              <C>
 Cash provided by (used in):
        Operating Activities-       $ 2,508,867      $ 1,083,054
        Investing Activities-
       (primarily purchase of
         Contracts)                  (8,028,189)      (4,718,242)

        Financing Activities          5,253,457        3,723,883

 Net increase(decrease)in cash         (265,865)          88,695

</TABLE>

      The  Company's primary use of working capital during  the  nine
months  ended  December 31, 1999 was the funding of the  purchase  of
Contracts.    The  Contracts  were  financed  substantially   through
borrowings  on the Company's Line of credit. The line  of  credit  is
secured primarily by Contracts, and available borrowings are based on
a  percentage  of qualifying Contracts. As of December 31,  1999  the
Company  had approximately $9.8 million available under the  line  of
credit. Since inception, the Company has also funded a portion of its
working capital needs through cash flows from operating activities.

      On November 1, 1999  the  Company successfully renegotiated its
credit  facility. The  new  agreement increases the total facility to
$45 million, reduces  the  effective  interest  rate  charged  to the
Company and extends the maturity date to November 1, 2002.

      The  self-liquidating nature of installment Contracts and other
loans  enables  the  Company to assume a higher debt-to-equity  ratio
than  in most businesses. The amount of debt the Company incurs  from
time  to  time  under  these  financing  mechanisms  depends  on  the
Company's need for cash and it's ability to borrow under the terms of
its  line  of credit. The Company believes that borrowings  available
under the line of credit as well as cash flow from operations and, if
necessary, the issuance of additional subordinated debt and,  or  the
sale of additional securities in the capital markets or both.


Future Expansion

      The Company currently operates sixteen branch locations, twelve
in the State of Florida, three in the State of Georgia and one in the
State  of  North Carolina. Each office is budgeted {size  of  branch,
number of employees and location} to handle up to 1,000 accounts  and
up  to  $7,500,000 in outstanding receivables. To date  none  of  our
branches have reached this capacity.

      The  Company  intends  to continue its  expansion  through  the
purchase  of  additional Contracts and the expansion  of  its  direct
consumer loan program. As the branches continue to add customers, the
size  of  the  loan portfolio will continue to grow. With  the  added
volume  in each branch and as the company adds new branches, it  will
be  necessary  for the Company to increase the size of  its  Line  of
Credit.

      The Company  believes  that opportunity for growth continues to
exist in the States of Florida, Georgia and  North  Carolina  and for
the foreseeable future intends generally to concentrate its expansion
activities  in  these  States. The Company  has  identified  Atlanta,
Georgia  and  West  Palm Beach, Florida as areas where  it  may  open
additional branch offices during fiscal 2000.

<PAGE> 16


Forward-Looking Information

    This  10-QSB  contains  various  forward-looking  statements  and
information  that are based on management's beliefs and  assumptions,
as  well as information currently available to management.  When used
in  this document, the words "anticipate", "estimate", "expect",  and
similar   expressions   are  intended  to  identify   forward-looking
statements.   Although  the Company believes  that  the  expectations
reflected in such forward-looking statements are reasonable,  it  can
give  no  assurance that such expectations will prove to be  correct.
Such  statements  are  subject to certain  risks,  uncertainties  and
assumptions.   Should  one or more of these  risks  or  uncertainties
materialize, or should underlying assumptions prove incorrect, actual
results  may  vary  materially from those anticipated,  estimated  or
expected.   Among the key factors that may have a direct  bearing  on
the  Company's operating results are fluctuations in the economy, the
degree  and  nature of competition, demand for consumer financing  in
the  markets  served  by  the  Company, the  Company's  products  and
services,  increases in the default rates experienced  on  Contracts,
adverse  regulatory  changes  in the Company's  existing  and  future
markets, the Company's ability to expand its business, including  its
ability  to  complete acquisitions and integrate  the  operations  of
acquired  businesses, to recruit and retain qualified  employees,  to
expand into new markets and to maintain profit margins in the face of
increased pricing competition.


                   Part II - Other Information


Item 1.   Legal Proceedings - None

Item 2.   Changes in Securities - None

Item 3.   Defaults upon Senior Securities - None

Item 4.   Submission of Matters to a Vote of Security Holders - None

Item 5.   Other Information - None

Item 6.   (a)  Exhibits - See exhibit index following the
                          signature page.
          (b)  Reports on Form 8-K -  None

<PAGE> 17

                           SIGNATURES

   In accordance with the requirements of the Securities Act of 1934,
the  Registrant certifies that it has reasonable grounds  to  believe
that  it meets all of the requirements for filing on Form 10-QSB  and
authorized this Report to be signed on its behalf by the undersigned,
in the City of Clearwater, State of Florida, on February 11, 2000.


                    NICHOLAS FINANCIAL, INC.
                          (Registrant)


  Date: February 11, 2000       /s/ Peter L. Vosotas
                                 Peter L. Vosotas
                                 Chairman, President,
                                 Chief Executive Officer
                                 (Principal Executive Officer)


  Date: February 11, 2000       /s/ Ralph T. Finkenbrink
                                Ralph T. Finkenbrink
                                (Principal Financial Officer and
                                Accounting Officer)


<PAGE> 18

                          EXHIBIT INDEX


Item 13. Exhibits and Reports on Form 8-K


       (a)  Exhibits


3.1     Articles of Incorporation of Nicholas Financial, Inc.
        and By-Laws

        Incorporated by reference to the Company's Form 10-SB.
        File  No. 0-26680

4.1     Stock Certificate

        Incorporated  by reference to Exhibit 4.1 to the
        Company's Form 10-SB (File No. 0-26680)

10.1.1  Loan and Security Agreement dated March 31, 1993
        between BA Business Credit, Inc. and Nicholas
        Financial, Inc.

        Incorporated  by  reference to Exhibit 10.1.1
        to the Company's Form 10-SB (File No. 0-26680)

10.1.2  Loan Modification Agreement dated January 14, 1994

        Incorporated  by  reference to Exhibit 10.1.2 to
        the Company's Form 10-SB (File No. 0-26680)

10.1.3  Temporary Line Increase Agreement dated Mach 28, 1994

        Incorporated by reference to Exhibit 10.1.3 to the
        Company's Form 10-SB (File No. 0-26680)

10.1.4  Second Loan Modification Agreement dated June 3, 1994

        Incorporated  by  reference to Exhibit 10.1.4 to the
        Company's Form 10-SB (File No. 0-26680)

10.1.5  Amendment No. 3 to Loan Agreement dated July 5, 1994

        Incorporated by reference to Exhibit 10.1.5 to the
        Company's Form 10-SB (File No. 0-26680)

10.1.6  Amendment No. 4 to Loan Agreement and Security Agreement

        Incorporated by reference to Exhibit 10.1.6 to the
        Company's Form 10-SB (File No. 0-26680)

10.1.7  Fifth Loan Modification Agreement dated July 13, 1995

        Incorporated by reference to Exhibit 10.1.7 to the
        Company's Form 10-KSB for the fiscal year ended
        March 31, 1996

10.1.8  Sixth Loan Modification Agreement dated May 13, 1996

        Incorporated by reference to Exhibit 10.1.8 to the
        Company's Form 10-QSB for the three months ended
        June 30, 1996

<PAGE> 19

10.1.9  Amendment No. 7 to Loan and Security Agreement dated
        July 5, 1997

        Incorporated by reference to Exhibit 10.1.9 to the
        Company's Form 10-QSB for the three months ended
        September 30, 1997

10.2.0  Amendment No. 8 to Loan and Security Agreement
        dated September 18, 1998

        Incorporated by reference to Exhibit 10.2.0 to the
        Company's Form 10-QSB for the three months ended
        September 30, 1998

10.2.1  Amendment No. 9 to Loan and Security Agreement
        dated November 25, 1998

        Incorporated by reference to Exhibit 10.2.1 to the
        Company's Form 10-QSB for the three months ended
        December 31, 1998



27      Financial Data Schedule (for SEC use only)

         (b)Reports on Form 8-K None


29      Employment Contract dated November 22, 1999,  between
        Nicholas Financial, Inc. and Ralph Finkenbrink, Senior
        Vice President of Finance.

        Attached as Exhibit 29

<PAGE> 20
                           Exhibit 29

                      EMPLOYMENT AGREEMENT

          THIS  AGREEMENT is made as of the 22 day of November, 1999,
by  and  between NICHOLAS FINANCIAL, INC., a British Columbia, Canada
corporation   (the   "Company"),  and  RALPH  T.   FINKENBRINK   (the
"Executive").

                      W I T N E S S E T H:

          WHEREAS,  the  Company  desires to  assure  itself  of  the
Executive's continued employment in an executive capacity;

          WHEREAS,  the  Company  recognizes that  circumstances  may
arise  in  which  a change in control of the Company occurs,  through
acquisition  or  otherwise,  thereby causing  uncertainty  about  the
Executive's future employment with the Company without regard to  the
Executive's  competence or past contributions, which uncertainty  may
result  in  the  loss of valuable services of the  Executive  to  the
detriment  of the Company and its shareholders, and the  Company  and
the  Executive  wish to provide reasonable security to the  Executive
against  changes in the Executive's relationship with the Company  in
the event of any such change in control;

          WHEREAS,  the  Company and the Executive are desirous  that
any  proposal for a change in control or acquisition of  the  Company
will  be  considered by the Executive objectively and with  reference
only to the best interests of the Company and its shareholders;

          WHEREAS,  the  Executive will be in a  better  position  to
consider  the Company's best interests if the Executive  is  afforded
reasonable  security, as provided in this Agreement, against  altered
conditions of employment which could result from any such  change  in
control or acquisition; and

          WHEREAS,  the  Executive desires  to  be  employed  by  the
Company on the terms and conditions hereinafter set forth.

          NOW,  THEREFORE,  in consideration of the mutual  covenants
and  agreements of the parties contained herein, and other  good  and
valuable  consideration,  the receipt and  sufficiency  of  which  is
hereby  acknowledged,  the  parties  hereto  covenant  and  agree  as
follows:

     1.   Employment and Duties. Subject to the terms and conditions of
this  Agreement,  the Company agrees to employ the Executive,  and  the
Executive  hereby  agrees to serve the Company, as SENIOR  VP,  CFO  As
SENIOR  VP/CFO,  the Executive shall report directly to  the  Company's
[Board  of  Directors] [Chief Executive Officer] and  shall  render  to
the  Company such management [and policy-making] services of  the  type
customarily  performed  by persons serving in similar  capacities  with
other  employers  that are similar to the Company, together  with  such
other  duties  with  which he is charged by the Company's  By-laws  and
subject  to  the  overall direction and control of the Company's  Board
of  Directors.   The Executive accepts such employment  and  agrees  to
devote  his  best efforts and substantially all of his  business  time,
skill,  labor  and  attention to the performance of  such  duties.  The
Executive  agrees  not  to  engage in or be concerned  with  any  other
commercial   duties  or  pursuits  during  the  Term  (as   hereinafter
defined)  of this Agreement; provided, however, that the Executive  may
be  involved  in  a  passive  capacity in  a  non-competitive  business
subject  to  the  prior  written approval of  the  Company's  Board  of
Directors.   Furthermore, the Executive shall  assume  and  competently
perform  such  reasonable  responsibilities  and  duties  as   may   be
assigned  to him from time to time by the Board of Directors  [Chairman
of  the  Board  or  Chief Executive Officer] of the  Company.   To  the
extent  that the Company shall have any parent, subsidiary,  affiliated
corporations,  partnerships,  or joint venture  (collectively  "Related
Entities"),  the Executive shall perform such duties to  promote  these
entities  and  their  respective interests to the same  extent  as  the
interests  of  the  Company without additional  compensation.   At  all
times,  Executive  agrees  that he has read  and  will  abide  by,  and
prospectively  will read and abide by, any employee  handbook,  policy,
or  practice  that  the Company or Related Entities  has  or  hereafter
adopts with respect to its employees generally.

<PAGE> 21

     2.   Term.  Subject to the terms and conditions of this Agreement,
including  but not limited to the provisions for termination set  forth
in  Section  5  hereof,  the  employment of the  Executive  under  this
Agreement  shall  commence  on  the  date  hereof  and  shall  continue
through  and including the close of business on the 1st anniversary  of
the  date  hereof  (the "Initial Term"); provided, however,  that  this
Agreement  shall  renew  automatically  on  the  anniversary  of   such
termination  date  for successive 2-year terms (the  Initial  Term,  as
well  as  any such renewal (s) thereof, shall be referred to herein  as
the  "Term")  unless  the Company provides to the Executive,  at  least
sixty  (60)  days prior to the expiration of the Initial  Term  or  any
renewal  Term, written notification that it intends not to  renew  this
Agreement;  and,  provided,  further,  that  this  Agreement   may   be
terminated  in accordance with Section 5 hereof (with the exception  of
the  obligations of the parties hereunder that shall survive  any  such
termination).

     3.   Compensation.

          (a)  Annual Base Salary and Bonus.  As compensation for his
services under  this  Agreement, the Executive shall receive, and the
Company shall pay, an annual base salary of such amount as  shall  be
determined by the Company's Board of Directors not less than  Seventy
Five  $75,000  for the first year of the Term, and thereafter  during
the  Term  at such annual base salary as shall be determined  by  the
Company's  CEO.  Such annual base salary shall be  payable  in  equal
installments  in accordance with the policy then prevailing  for  the
Company's  executives. In addition to such annual  base  salary,  the
Executive   shall  be  entitled,  during  the  Term,  to  an   annual
performance bonus as determined by the Compensation Committee of  the
Board of Directors (or other committee performing similar functions),
and  to participate in and receive payments from all other bonus  and
other  incentive compensation plans as may be adopted by the  Company
as are made available to other executive officers of the Company.
          (b)  Payments.  All amounts paid pursuant to this Agreement
shall be subject to withholding or deduction by reason of the Federal
Insurance  Contribution  Act, Federal income  tax,  state  and  local
income tax, if any, and comparable laws and regulations.
          (c)  Other Benefits.  The Executive  shall be reimbursed by
the Company  for  all  reasonable  and  customary  travel  and  other
business expenses  incurred  by him in  the performance of his duties
hereunder in accordance with  the Company's standard policy regarding
expense verification practices. The Executive shall  be  entitled  to
that number  of  weeks  paid  vacation per year that is available  to
other executive officers of the Company, and shall  be  eligible   to
participate  in  such  pension,  life  insurance,  health  insurance,
disability insurance and other employee benefits plans, if any, which
the  Company  may from time to time make available to  its  executive
officers generally.

<PAGE> 22

     4.   Noncompetition and Non-Disclosure Requirements.

          (a)  Executive  acknowledges  that  his  services  are of a
special, unique,  extraordinary and  intellectual character, and  his
position with the Company places him in a position of confidence  and
trust with   customers,  suppliers and employees of the  Company  and
other Related Entities. The Executive further  acknowledges that  the
rendering  of services under this Agreement necessarily requires  the
disclosure to him of confidential information (as defined  below)  of
the  Company and/or Related Entities.  The Executive and the  Company
agree that both prior to and during his course of employment with the
Company, the Executive had, has and will continue to develop personal
relationships with the Company's financiers, customers, suppliers and
employees,  and  that the Executive holds a position  of  substantial
trust and confidence. As a consequence, the Executive agrees that  it
is  reasonable  and  necessary for the  protection  of  goodwill  and
legitimate  business  interests of the Company and  Related  Entities
that  the  Executive make the covenants contained  herein,  that  the
covenants  are  a material inducement for the Company to  employ  the
Executive  and  to enter into this Agreement, and that the  covenants
are given as an integral part of and incident to this Agreement.
          (b)  The  Executive  covenants  and  agrees that during his
employment  by  the  Company  (whether  during  the  Term  hereof  or
otherwise), and  thereafter  for  a  period of two(2) years following
the termination of  the  Executive's employment  with the Company, he
will not:
               I.   directly or indirectly engage in, continue  in or
     carry on  the  business of the Company or any Related Entity, or
     any business substantially  similar thereto, including owning or
     controlling   any   financial  interest  in,  any   corporation,
     partnership, firm or  other form of  business organization which
     competes with or is engaged in or carries  on any aspect of such
     business or any business substantially similar thereto;
               II.  directly   or   indirectly,  assist,  promote  or
     encourage any employees  or  clients, or  potential employees or
     clients, of  the  Company  or  Related  Entities to terminate or
     discontinue their  relationship in order to pursue opportunities
     or  employment  with  any  competitor  of the Company or Related
     Entities;
              III. consult with, advise or assist in any way, whether
     or not for consideration , any corporation, partnership, firm or
     other business organization  which is now, becomes or may become
     a competitor of the Company  or any Related Entity in any aspect
     of their respective businesses during the Executive's employment
     with the Company, including,  but not limited to: advertising or
     otherwise  endorsing  the   products  of  any  such  competitor;
     soliciting customers or otherwise serving as an intermediary for
     any such competitor; or  loaning  money  or rendering  any other
     form  of  financial  assistance  to  or  engaging in any form of
     business  transaction  whether  or  not on an arms' length basis
     with any such competitor; or
               IV.  engage in any practice the purpose of which is to
     evade the provisions  of this  Agreement  or  to  commit any act
     which is detrimental to the successful continuation of, or which
     adversely  affects,  the  business  or  the  Company;  provided,
     however, that the foregoing  shall  not preclude the Executive's
     ownership of not more than  5%  of  the  equity  securities of a
     corporation which has such securities  registered  under Section
     12 of  the  Securities  Exchange  Act of  1934, as  amended (the
     "Exchange Act").

<PAGE> 23
          (c)   The  Executive   acknowledges  that  the  inventions,
innovations, software,   trade  secrets,  business  plans,  financial
strategies, finances,  and  all  other  confidential  or  proprietary
information  with respect   to   the  business  and operations of the
Company  and Related Entities are valuable, special and unique assets
of the Company.  The Executive  agrees not  to, at any time during or
after the Term of this Agreement, disclose, directly  or  indirectly,
to any person or entity, or  use or authorize or propose to authorize
any  person  or  entity   to  use  any  confidential  or  proprietary
information with respect to  the Company  or Related Entities without
the   prior   written  consent  of  the  Company  including,  without
limitation,  information  as  to  the financial condition, results of
operations, identities of clients  or prospective clients,   products
under   development,  acquisition strategies  or  acquisitions  under
consideration,  pricing  or  cost information,  marketing  strategies
or any other information  relating to   the  Company  or  any  of the
Related Entities which could be reasonably  regarded as confidential.
However, this does not include information which  is  or shall become
generally  available  to  the  public  other  than  as  a  result  of
disclosure by the Company or Related Entities or any of their agents,
affiliates or representatives or a person to  whom  any  of  them has
provided such information.
          (d)  The Executive agrees that the geographic scope of this
covenant not  to  compete  shall extend to (i) the states of Florida,
Georgia and North  Carolina, which constitute the geographic area  in
which  the Company  has operated its business at some time during the
two  years preceding the date of this Agreement; or (ii) such broader
geographic area   where  the  Company  conducts  business at any time
during the Term of this Agreement.
          (e)  In the event  of  any  breach  of this covenant not to
compete, the Executive  recognizes  that  the remedies at law will be
inadequate  and that   in  addition to any relief at law which may be
available to the Company for  such violation or breach and regardless
of any other provision contained in this Agreement, the Company shall
be entitled to  equitable remedies (including an injunction) and such
other relief  as  a  court  may grant after considering the intent of
this Section 4.
          (f)  In  the  event  a  court  of  competent   jurisdiction
determines that the   provisions  of this covenant not to compete are
excessively  broad  as  to  duration,  geographic  scope,  prohibited
activities or otherwise, the  parties agree that  this covenant shall
be  reduced  or  curtailed  to  the  extent  necessary  to  render it
enforceable.

     5.   Termination.

          (a)  Death. The  Executive's  employment  hereunder   shall
terminate upon his death.

          (b)  Disability. If, during the Term, the Executive becomes
physically  or  mentally disabled in accordance with  the  terms  and
conditions of any disability insurance policy covering the  Executive
or,  if  due  to  such physical or mental disability,  the  Executive
becomes  unable  for  a period of more than twelve  (12)  consecutive
months  to  perform his duties hereunder on substantially a full-time
basis as determined by the Company in its sole reasonable discretion,
the  Company may, at its option, terminate the Executive's employment
hereunder  upon  not less than thirty (30) days'  written  notice  of
termination.

          (c)  Cause. The Company may terminate this Agreement at any
time with Cause. As used in this Agreement, "Cause"  shall  mean  the
following:   (1) a material violation of the Employer's  policies  or
practices which reasonably justifies termination; (2) conviction of a
felony  or any crime involving moral turpitude, fraud, dishonesty  or
misrepresentation,  as  evidenced by a binding  and  final  judgment,
order  or  decree  of  a  court of competent  jurisdiction;  (3)  the
commission  by  the  Executive of any act which could  reasonably  be
expected  to materially injure the reputation, business, or  business
relationships of the Company or Related Entities; or (4) any material
breach  by  Executive of this Agreement.  The Company  may  terminate
this Agreement with cause as defined in clauses (1), (2), (3) and (4)
above   upon   ten  (10)  days  prior  written  notice  (the   "Cause
Notification Period") to Executive, but such termination  shall  only
become  effective  in the event of Executive's failure  to  cure  the
applicable  breach  or violation, to the reasonable  satisfaction  of
Company,  prior  to  the end of the Cause Notification  Period.   The
Company may terminate this Agreement without notice at any time  with
Cause  as defined in clause (3) above.  In the event of a termination
with  Cause, the Company shall be relieved of all its obligations  to
the Executive provided for by this Agreement, and all payments to the
Executives hereunder shall immediately cease and terminate.

          (d) Involuntary Termination by Executive. The Executive may
terminate  his employment hereunder upon (i) a Change of  Control  of
the   Company  (as  defined  in  Appendix  A),  (ii)  a  good   faith
determination by the Executive that there has been a material  breach
of  the Agreement by the Company, (iii) a material adverse change  in
the  Executive's working conditions or status or (iv)  a  significant
relocation  of  the  Executive's principal office  (any  one  of  the
preceding  constituting "Good Reason"), by delivering written  notice
of  termination  to the Company indicating in reasonable  detail  the
facts  and  circumstances  alleged  to  provide  a  basis  for   such
termination  and  shall  cease  performing  the  Executive's   duties
hereunder  on the date which is ten (10) days after delivery  of  the
notice,  which  date  shall also be the date of  termination  of  the
Executive's employment.


<PAGE> 24

          (e) Voluntary  Termination  by  Executive.  The   Executive
agrees to provide the Company with at least twenty (20) business days
("Termination Notice Period") prior written notice of his  intent  to
terminate  employment voluntarily.  Failure to  provide  such  notice
terminates the Executive's entitlement to payment of accrued,  unused
benefits, such as vacation.  However, the Company reserves the  right
to  terminate the Executive before the end of the Termination  Notice
Period, provided that the Company pays the Executive the salary  that
he  would have received from the date of the last payroll payment  to
the  end  of  the Termination Notice Period.  During the  Termination
Notice  Period, the Executive agrees to make a good faith  effort  to
perform  the  duties described hereunder.  If, during the  Term,  the
Executive's  voluntarily terminates his employment with the  Company,
the  Company's obligations, including payment obligations, under this
Agreement  shall  cease,  except  that  the  Company  shall  pay  the
Executive the amount of base salary that he would have received  from
the  date  of  the last payroll payment to the end of the Termination
Notice Period.
          (f) Severance Payment. In the event of a termination of the
Executive's  employment (i) by the Company other than  for  Cause  or
(ii)  by the Executive in a manner which satisfies Section 5(d),  the
Company shall pay the Executive (subject to the provisions of Section
6 of this Agreement) a one-time, lump-sum severance payment equal TWO
to  2  times  the  sum of (A) the Executive's annual base  salary  in
effect  at  the  time  of such termination and  (B)  the  Executive's
average  annual  bonus and other compensation for the  TWO  (2)  full
calendar  years  immediately preceding such  termination  ("Severance
Payment").   The Severance Payment shall be paid to the Executive  in
cash  equivalent not later than ten (10) business days after the date
of   termination  of  the  Executive's  employment,  subject  to  the
provisions of Section 6 of this Agreement.
	   (g)  Benefits. The following shall apply upon termination of
the Executive's employment:

               (i)  Notwithstanding  anything  to the contrary herein
     contained, the  Executive  shall  receive  all  compensation and
     other benefits to which he  was entitled under this Agreement or
     otherwise as an employee of the  Company through the termination
     date,  including  payments  of  base  salary  accrued  hereunder
     through the calendar month in which such termination occurs.

                    [Additional Provision(s)]

     6.   Tax Provisions.

          (a) No Excess Parachute Payment. It is the intention of the
Company and the Executive that no portion of the Severance Payment or
any other  payment or benefit under this Agreement, or payments to or
for the benefit of the Executive under any other  agreement  or  plan
(collectively, the "Severance Benefits") be deemed to  be  an  excess
parachute payment as defined in Section 280G of the Internal  Revenue
Code  of  1986,  as  amended (the "Code") or any successor  provision
thereto.   Notwithstanding any other provision of this Agreement,  if
any  portion  of the Severance Benefits would constitute a  parachute
payment  within  the  meaning  of Section  280G  of  the  Code,  such
Severance Benefits shall be reduced to an amount equal to One  Dollar
($1.00)  less than the maximum amount which the Executive may receive
without  becoming subject to the tax imposed by Section 4999  of  the
Code  (or  any  successor provision) or which  the  Company  may  pay
without  loss of deduction under Section 280G(a) of the Code (or  any
successor provision).

          (b) Opinion. For purposes of this Section, within sixty(60)
days  after  delivery  of  a  written  notice  of  termination by the
Executive or by  the  Company  pursuant  to this Agreement or written
notice by  the Company  to  the Executive of its belief that there is
a payment or benefit due the Executive which will result in an excess
parachute  payment  as  defined  in Section 280G of the Code  or  any
successor  provision  thereto,  the  Executive  and the Company shall
obtain, at  the  Company's   expense,  the opinion (which need not be
unqualified) of  nationally  recognized  tax  counsel ("Tax Counsel")
selected by the Company's  independent auditors and acceptable to the
Executive, which sets  forth (A) the "base amount" within the meaning
of Section 280G;(B) the   aggregate  present value of the payments in
the  nature  of compensation   to   the   Executive   as   prescribed
in Section 280G(b)(2)(A)(ii); and (C) the amount and present value of
any "excess  parachute payment" within  the  meaning  of Section 280G
(b)(1). If such an opinion of Tax Counsel is sought,  no  portion  of
the Severance  Payment shall be paid to  the Executive by the Company
until ten (10) days after the opinion is obtained.

<PAGE> 25

                In  the event that such opinion determines that there
would be an excess parachute payment, the Severance Benefits shall be
reduced  or  eliminated as specified by the Executive  in  a  written
notice  delivered  to  the Company within thirty  (30)  days  of  his
receipt  of such opinion or, if the Executive fails to so notify  the
Company then as the Company shall reasonably determine, so that under
the  bases of calculation set forth in such opinion there will be  no
excess parachute payment.  For purposes of such opinion, the value of
any  noncash  benefits or any deferred payment or  benefit  shall  be
determined  by the Company's independent auditors in accordance  with
the  principles  of  Sections  280G,  which  determination  shall  be
evidenced in a certificate of such auditors addressed to the  Company
and  the  Executive.  Such opinion shall be dated as of the  date  of
termination  of  the  Executive's employment  and  addressed  to  the
Company  and the Executive and shall be binding upon the Company  and
the Executive.

                The  provisions of this Section 6(b),  including  the
calculations, notices and opinions provided for herein shall be based
upon  the conclusive presumption that the compensation earned by  the
Executive pursuant to the Company's compensation programs prior to  a
change of control is reasonable, provided, however, that in the event
such  Tax Counsel so requests in connection with the opinion required
by  this  Section 6(b), the Company shall obtain at its expense,  and
Tax  Counsel  may rely on in providing the opinion, the advice  of  a
firm  of  recognized  executive compensation consultants  as  to  the
reasonableness  of  any item of compensation to be  received  by  the
Executive.

          (c)  Ruling.  The Executive shall have the right to request
that the  Company  obtain  a ruling from the Internal Revenue Service
("IRS")  as to whether  any or all payments or benefits determined by
such Tax Counsel are, in  the  view of the IRS, "parachute  payments"
under Section 280G. If a ruling is sought pursuant to the Executive's
request, no Severance Benefits payable under this Agreement in excess
of  the Section 280G limitation shall be made to the Executive  until
after  fifteen  (15)  days  from the date of  such  ruling;  however,
Severance  Benefits shall continue to be paid during the time  up  to
the  amount of that limitation. For purposes of this Section  6,  the
Executive and the Company shall agree to be bound by the IRS's ruling
as  to whether payments constitute "parachute payments" under Section
280G.  If  the  IRS declines, for any reason, to provide  the  ruling
requested,  the  Tax Counsel's opinion shall control and  the  period
during which the Severance Benefits may be deferred shall be extended
to  a  date  fifteen  (15) days from the date  of  the  IRS's  notice
indicating that no ruling would be forthcoming.

          (d) Effect  of  Change  in  Law.  In  the  event  that  the
provisions   of   Sections   280G   and  4999  of  the  Code  (or any
successor provisions) are repealed, this  Section 6 shall cease to be
effective on the effective date of  such  repeal. The parties to this
Agreement recognize that final  regulations promulgated under Section
280G  of the Code may affect  the amounts that may be paid under this
Agreement  and  agree that, upon issuance  of such final regulations,
this Agreement may  be  modified  as  the parties  hereto may in good
faith deem necessary  in  light of the provisions of such regulations
to  achieve  the purposes of this Agreement, and that consent to such
modification shall not be unreasonably withheld.

     7.   Additional Payment.

          (a)  If, notwithstanding the provisions of Section 6 of this
Agreement,  it is ultimately determined by a court or pursuant  to  a
final  determination  by the IRS that any portion  of  the  Severance
Benefits is subject to the tax (the "Excise Tax") imposed by  Section
4999 of the Code (or any successor provision), then the Company shall
pay  to  the Executive an additional amount (the "Gross-Up  Payment")
such  that  the net amount retained by the Executive, after deduction
of  (i) any Excise Tax; (ii) any federal, state or local income  tax,
interest charges or penalties arising in respect of the imposition of
such Excise Tax; and (iii) any federal, state or local income tax  or
Excise  Tax imposed upon the payment provided for by this Section  7,
shall be equal to the Severance Benefits. For purposes of determining
the amount of the Gross-Up Payment, the Executive shall be deemed  to
pay  federal  income taxes at the highest marginal  rate  of  federal
income taxation in the calendar year in which the Gross-Up Payment is
to  be  made and state and local income taxes at the highest marginal
rates  of  taxation  in  the state and locality  of  the  Executive's
domicile for income tax purposes on the date the Gross-Up Payment  is
made, net of the maximum reduction in federal income taxes that could
be obtained from deduction of such state and local taxes.
	(b)  If legislation is enacted that would require the Company's
stockholders to approve this Agreement, prior to a Change in Control,
due  solely  to  the  provision  contained  in subsection (a) of this
Section 7, then (i) from and  after such time as stockholder approval
would be required, until stockholder approval is obtained as required
by  such legislation, subsection (a) shall be of no force and effect;
(ii) if the Company seeks stockholder approval of any other agreement
providing similar benefits to any other executive of the Company, the
Company shall seek stockholder approval of this Agreement at the same
stockholders  meeting  or meetings at which the stockholders consider
any  such  other  agreement;  and (iii) the Company and the Executive
shall use their best efforts to consider and agree in writing upon an
amendment to this Section 7 such that, as amended, such Section would
provide  the  Executive  with the benefits intended to be afforded to
the  Executive  by  subsection  (a)   without  requiring  stockholder
approval.

     8.   Successors.

          (a)  If  the  Company  sells,  assigns  or transfers all or
substantially all  of its business and assets to any Person or if the
Company merges into or  consolidates or otherwise combines (where the
Company does not survive such combination) with any Person (any  such
event, a "Sale  of Business"), then  the  Company shall assign all of
its right, title and  interest  in  this  Agreement as of the date of
such event to such Person, and   the Company shall cause such Person,
by written agreement in form and substance reasonably satisfactory to
the Executive, to  expressly  assume  and  agree  to perform from and
after the  date  of  such assignment all of the terms, conditions and
provisions  imposed by this Agreement upon the Company.   Failure  of
the  Company to obtain such agreement prior to the effective date  of
such  Sale  of Business shall be a material breach of this Agreement.
In  case  of  such  assignment by the Company and of  assumption  and
agreement by such Person, as used in this Agreement, "Company"  shall
thereafter mean such Person which executes and delivers the agreement
provided  for in this Section 8 or which otherwise becomes  bound  by
all  the terms and provisions of this Agreement by operation of  law,
and  this Agreement shall inure to the benefit of, and be enforceable
by, such Person.  The Executive shall, in the Executive's discretion,
be entitled to proceed against any or all of such Persons, any Person
which theretofore was such a successor to the Company (as defined  in
the  first  paragraph  of  this Agreement) and  the  Company  (as  so
defined)  in  any  action  to enforce any  rights  of  the  Executive
hereunder.   Except  as provided in this Subsection,  this  Agreement
shall not be assignable by the Company.  This Agreement shall not  be
terminated  by  the  voluntary  or  involuntary  dissolution  of  the
Company.

<PAGE> 26

          (b)  This  Agreement  and all rights of the Executive shall
inure to  the  benefit  of  and  be  enforceable  by  the Executive's
personal or legal representatives, executors, administrators,   heirs
and  beneficiaries.  All  amounts  payable  to  the  Executive  under
Sections 3, 5, and 7  of  this  Agreement  if the Executive had lived
shall be  paid,  in   the   event   of the Executive's death, to  the
Executive's estate, heirs  and  representatives;  provided,  however,
that the foregoing  shall not be construed to modify any terms of any
benefit plan  of the Company, as such terms are in effect on the date
of the Executive's  death, that expressly govern  benefits under such
plan in the event of the Executive's death.

     9.    Severability.   The provisions of this  Agreement  shall  be
regarded  as  divisible, and the parties agree  that  if  any  of  said
provisions or any part hereof shall under any circumstances  be  deemed
or  declared  invalid, inoperative or unenforceable, then the  validity
and  enforceability  of  the  remainder of  such  provisions  or  parts
hereof and the applicability thereof shall not be affected thereby.

     10.  Amendment.  This  Agreement may not be amended or modified at
any time   except  by  written instrument executed by the  Company  and
the Executive.

     11.   Withholding.  The Company shall be entitled to withhold from
amounts  to  be paid to the Executive hereunder any federal,  state  or
local  withholding or other taxes or charges which it is from  time  to
time  required  to  withhold; provided, that  the  amount  so  withheld
shall  not  exceed the minimum amount required to be  withheld  by  law
(unless  the  Executive  has  otherwise  indicated  in  writing).   The
Company  shall  be  entitled  to  rely  on  an  opinion  of  nationally
recognized   tax  counsel  if  any  question  as  to  the   amount   or
requirement of any such withholding shall arise.

     12.  Notice.  For purposes of this Agreement, notices and all other
communications  provided for herein shall be in writing  and  shall  be
deemed  to  have been duly given when actually received, whether  hand-
delivered,  sent  by  telecopier,  facsimile  transmission   or   other
electronic  means  of  transmitting  written  documents  (as  long   as
receipt  is  acknowledged)  or mailed by  United  States  certified  or
registered  mail, return receipt requested, postage prepaid,  addressed
as follows:
If to the Executive, to:

          Ralph T. Finkenbrink
          310 Cypress Creek Circle
          Oldsmar, Fl 34677
          727-789-5703


If to the Company, to:

          Nicholas Financial, Inc.
          2454 McMullen Booth Road
          Building C
          Clearwater, Florida  33759
          Attn: President


<PAGE> 27

or to  such  other  address   as either party may have furnished to the
other  in  writing  in  accordance  herewith,  except  that a notice of
change of address shall be effective only upon receipt.

     13.  No Waiver; Entire Agreement. No waiver by any party hereto of
any  breach  of  this  Agreement by any other  party  hereto  shall  be
deemed  a waiver of any similar or dissimilar term or condition at  the
same  or at any prior or subsequent time. This Agreement is the  entire
agreement  between the parties hereto with respect to  the  Executive's
employment   by   the   Company  and  there  are   no   agreements   or
representations,  oral  or  otherwise,  expressed  or   implied,   with
respect  to  or  related to the employment of the Executive  which  are
not set forth in this Agreement.

     14.  No Assignment.  Except as expressly set forth herein, no party
shall  assign  any  of his or its rights under this  Agreement  without
the  prior  written  consent  of  the other  party  and  any  attempted
assignment  without such prior written consent shall be null  and  void
and without legal effect.

     15.   Counterparts; Facsimile Signatures.  This Agreement  may  be
executed  in  one or more counterparts, each of which shall  be  deemed
an  original, but all of which together shall constitute  one  and  the
same  instrument.  This Agreement may be effective upon  the  execution
and  delivery  by  any  party hereto of facsimile copies  of  signature
pages  hereto duly executed by such party; provided, however, that  any
party  delivering a facsimile signature page covenants  and  agrees  to
deliver promptly after the date hereof two (2) original copies  to  the
other party hereto.

     16.  Governing Law.

          (a)  The  validity,     interpretation,   construction    and
performance  of  this  Agreement shall be governed by the internal laws
of  the  State of Florida, except that Section 16(b) shall be construed
in  accordance with   the  Federal  Arbitration  Act  if arbitration is
chosen  by  the Executive as the method of dispute resolution.
          (b) Any  dispute  arising out of this Agreement shall, at the
Executive's   election,  be determined by either (i) arbitration  under
the  rules  of the American Arbitration Association then in effect (but
subject to any evidentiary  standards  set forth in this Agreement), in
which  both parties shall be  bound  by the arbitration award, or  (ii)
by  litigation.  Whether  the  dispute is to be settled by  arbitration
or  litigation, the  venue  for the arbitration or litigation shall  be
Tampa, Florida.  The parties  consent  to personal jurisdiction in each
trial  court in the selected venue having  subject  matter jurisdiction
notwithstanding their residence or situs, and  each  party  irrevocably
consents  to service of process  in  the manner provided hereunder  for
the giving of notices.

     17. Certain Rules of Construction. No party shall be considered as
being  responsible for the drafting of this Agreement for  the  purpose
of  applying  any rule construing ambiguities against  the  drafter  or
otherwise.   No draft of this Agreement shall be taken into account  in
construing  this  Agreement.  Any provision  of  this  Agreement  which
requires  an agreement in writing shall be deemed to require  that  the
writing  in  question  be  signed by the Executive  and  an  authorized
representative of the Company.

     18  Headings. The headings herein contained are for reference only
and  shall  not  affect the meaning or interpretation of any  provision
of  this Agreement. IN WITNESS WHEREOF, the parties have executed  this
Agreement as of the day and year first above written.


                                NICHOLAS FINANCIAL, INC.



                                By:/Peter L Vosostas/
                                Peter L. Vosotas, Chairman of the Board,
                                President and Chief Executive Officer



                                EXECUTIVE:


                                /Ralph T Finkenbrink/
                                Printed Name: Ralph T. Finkenbrink

<PAGE> 28

                           APPENDIX A

    For  purposes  of  Section 5(d) of this Agreement,  a  Change  of
Control  shall be deemed to have occurred if the event set  forth  in
any one of the following paragraphs shall have occurred:

     (a)  any person or entity, or group thereof acting in concert (a
"Person") (other than (A) the Company or any of its subsidiaries, (B)
a  trustee  or other fiduciary holding securities under any  employee
benefit  plan  of  the  Company or any of its  subsidiaries,  (C)  an
underwriter temporarily holding securities pursuant to an offering of
such  securities or (D) a corporation owned, directly or  indirectly,
by  the  stockholders  of  the  Company  in  substantially  the  same
proportions  as  their ownership of stock in the Company),  being  or
becoming  the  "beneficial  owner"  (as  such  term  is  defined   in
Securities  and  Exchange Commission ("SEC")  Rule  13d-3  under  the
Exchange  Act)  of  securities of the Company  which,  together  with
securities previously owned, confer upon such person, entity or group
the  combined  voting  power, on any matters brought  to  a  vote  of
shareholders, of twenty percent (20%) or more of the then outstanding
shares of voting securities of the Company;

     (b) or the sale, assignment or transfer of assets of the Company
or any subsidiary or subsidiaries, in  a  transaction  or  series  of
transactions,  if  the  aggregate consideration  received  or  to  be
received  by  the  Company or any such subsidiary in connection  with
such sale, assignment or transfer is greater than fifty percent (50%)
of  the  book  value,  determined by the Company in  accordance  with
generally  accepted  accounting principles, of the  Company's  assets
determined   on   a  consolidated  basis  immediately   before   such
transaction or the first of such transactions;

     (c)  or   the   merger,   consolidation ,   share   exchange  or
reorganization  of  the  Company  (or  one or more direct or indirect
subsidiaries of the Company)  as  a  result  of  which the holders of
all of the  shares  of capital  stock of the Company as a group would
receive less than fifty percent  (50%) of  the  combined voting power
of  the  voting   securities  of  the  Company or  such  surviving or
resulting  entity  or  any  parent  thereof  immediately  after  such
merger, consolidation, share exchange or reorganization;

     (d)   or  the adoption of a plan of complete liquidation or  the
approval of the dissolution of the Company;

     (e)  or  the  commencement (within  the  meaning  of   SEC  Rule
13e-4 under the Exchange Act) of a tender or exchange offer which, if
successful, would result in a Change of Control of the Company;

     (f) or a determination by the Board of Directors of the Company,
in view of the then current circumstances or impending events, that a
Change  of Control of the Company has occurred or is imminent,  which
determination  shall be made for the specific purpose  of  triggering
the operative provisions of this Agreement.