UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

               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 333-50103

                             CREDITRUST CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                MARYLAND                                       52-1754916
(STATE OR OTHER JURISDICTION OF INCORPORATION               (I.R.S. EMPLOYER
           OR ORGANIZATION)                                IDENTIFICATION NO.)

                  7000 SECURITY BLVD., BALTIMORE, MD      21244-2543
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 410-594-7000

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 REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS YES [X] NO [ ]

     THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF
                        NOVEMBER 15, 1999 WAS 10,453,548.




<PAGE>



                             CREDITRUST CORPORATION

                                    FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                      INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


<TABLE>
<CAPTION>
                                                                                                                                Page
<S>                                                                                                                             <C>
            a)         Consolidated Statements of Earnings
                       For the Three and Nine Months Ended September 30, 1998 and 1999...............................             1

            b)         Consolidated Balance Sheets
                       As of December 31, 1998 and September 30, 1999................................................             2

            c)         Consolidated Statements of Stockholders' Equity and Comprehensive
                       Income as of December 31, 1998 and September 30, 1999.........................................             3

            e)         Consolidated Statements of Cash Flows
                       For the Nine Months Ended September 30, 1998 and 1999.........................................             4

            f)         Notes to Consolidated Financial Statements....................................................             5

            Item 2. Management's Discussion and Analysis of Financial
                              Condition and Results of Operations....................................................             9

            Item 3. Quantitative and Qualitative Disclosures about Market Risk.......................................            12

PART II. OTHER INFORMATION

            Item 2. Changes in Securities and Use of Proceeds........................................................            14

            Item 5. Other Information................................................................................            14

     SIGNATURE.......................................................................................................            15

</TABLE>



<PAGE>



PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             CREDITRUST CORPORATION

                       CONSOLIDATED STATEMENTS OF EARNINGS


<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                         THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                                                  --------------------------------   -------------------------------
                                                                       1998              1999             1998         1999
                                                                       ----              ----             ----         ----
<S>                                                                    <C>             <C>                <C>        <C>
Revenue
           Income on finance receivables......................         $ 2,870          $ 21,646          $ 6,324    $ 46,549
           Servicing fees.....................................             647             1,318            2,380       4,187
           Income on investment in securitizations............             --              1,206              --        3,876
           Gain on sale.......................................             800               --             7,417         --
                                                                           ---               --             -----         --

                                                                         4,317            24,170           16,121      54,612
                                                                         -----            ------           ------      ------
Expenses
           Personnel..........................................           3,567             8,671            7,497      21,644
           Communications.....................................             399             1,347            1,103       2,817
           Rent and other occupancy...........................             319               764              898       1,764
           Professional fees..................................             152               858              433       2,306
           Other expenses.....................................             250               935              714       1,827
                                                                           ---               ---             ----       -----
                                                                         4,687            12,575           10,645      30,358
                                                                         -----            ------           ------      ------

Earnings from Operations......................................            (370)           11,595            5,476      24,254

Other Income (Expense)
           Interest and other income..........................             290               518              387       1,221
           Interest expense...................................            (101)           (1,820)            (383)     (3,185)
                                                                         -----            -------           -----      ------

Earnings (Loss) Before Income Taxes and Extraordinary Loss....            (181)           10,293            5,480      22,290

Provision for Income Taxes....................................             (67)            3,998            2,141       8,677
                                                                          ----             -----            -----       -----

Earnings (Loss) Before Extraordinary Loss.....................            (114)            6,295            3,339      13,613

Extraordinary Loss (Net of taxes) ............................            (566)              --              (566)        --
                                                                        -----                --             -----         --

Net Earnings (Loss) ..........................................          $ (680)          $ 6,295          $ 2,773    $ 13,613
                                                                        =======          =======          =======    ========



Basic Earnings (Loss) Per Common Share Before Extraordinary
   Loss ......................................................          $ (.01)            $ .60            $ .52      $ 1.40
                                                                        ------           -------            -----      ------

Basic (Loss) Per Common Share on Extraordinary Loss ..........          $ (.08)            $ --            $ (.09)      $ --
                                                                       -------              ---           -------       -----

Basic Earnings (Loss) Per Common Share .......................          $ (.09)            $ .60            $ .43      $ 1.40
                                                                       -------             -----            -----      ------


Weighted-Average Number of Basic Common Shares Outstanding....       7,333,333        10,430,475        6,444,444   9,725,690
                                                                     =========        ==========        =========   =========


Diluted Earnings (Loss) Per Common Share Before Extraordinary Loss      $ (.01)            $ .58            $ .52      $ 1.35
                                                                        ------             -----            -----      ------

Diluted (Loss) Per Common Share on Extraordinary Loss ........          $ (.08)            $ --            $ (.09)      $ --
                                                                       -------             ----            ------       -----

Diluted Earnings (Loss) Per Common Share .....................          $ (.09)            $ .58            $ .43      $ 1.35
                                                                       -------             -----            -----      ------

Weighted-Average Number of Diluted Common Shares
      Outstanding.............................................       7,333,333        10,796,369        6,444,444  10,053,059
                                                                     =========        ==========        =========  ==========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.




                                                         1

<PAGE>



                             CREDITRUST CORPORATION

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                                                       DECEMBER 31,   SEPTEMBER 30,
                                                                                                ------------   -------------
                                                                                                    1998           1999
<S>                                                                                             <C>            <C>
                                    Assets

Cash and Cash Equivalents......................................................................     $ 7,906      $ 15,461
Finance Receivables............................................................................      26,915       166,392
Investment in Securitizations..................................................................      30,269        31,517
Property and Equipment.........................................................................       2,449         7,343
Deferred Costs.................................................................................         475         3,324
Other Assets...................................................................................         734         2,875
                                                                                                        ---      --------


                    Total Assets...............................................................    $ 68,748     $ 226,912
                                                                                                   ========     =========


                      Liabilities and Stockholders' Equity

Notes Payable..................................................................................     $ 6,789     $ 101,894
Accounts Payable and Accrued Expenses..........................................................       1,621         4,684
Capitalized Lease Obligations..................................................................       1,652         1,236
Deferred Tax Liability.........................................................................      11,915        18,533
Other Liabilities..............................................................................         346           376
                                                                                                        ---           ---


                    Total Liabilities..........................................................      22,323       126,723
                                                                                                     ------       -------

Stockholders' Equity
          Preferred stock, $.01 par value; 5,000,000 shares authorized, none issued and
               outstanding.....................................................................         --            --
          Common stock, $.01 par value; 20,000,000 shares authorized, 8,000,000 shares
               issued and 7,984,480 outstanding at December 31, 1998 and 10,464,689
               shares issued and 10,449,169 outstanding at September 30, 1999..................          80          104
          Paid-in capital......................................................................      27,754       71,079
          Stock held for benefit plans.........................................................        (269)        (269)
          Net unrealized gains on available for sale securities................................       6,714        3,516
          Retained earnings....................................................................      12,146       25,759
                                                                                                     ------       ------

                    Total Stockholders' Equity.................................................      46,425      100,189
                                                                                                     ------      -------

                    Total Liabilities and Stockholders' Equity.................................    $ 68,748    $ 226,912
                                                                                                   ========    =========

</TABLE>


The accompanying notes are an integral part of these consolidated statements.




                                                         2

<PAGE>

                             CREDITRUST CORPORATION

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME


<TABLE>
<CAPTION>

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)                                                 STOCK        NET
                                                              ADDITIONAL                 HELD FOR   UNREALIZED
                                                               PAID-IN                    BENEFIT     GAINS       RETAINED
                                            COMMON STOCK       CAPITAL   PREFERRED STOCK   PLANS   (AMORTIZATION) EARNINGS    TOTAL
                                        --------------------  ---------- --------------- --------  -------------- --------    -----
                                         SHARES       AMOUNT             SHARES   AMOUNT
                                        ---------    -------             ------  -------
<S>                                     <C>          <C>       <C>       <C>      <C>     <C>      <C>            <C>         <C>
Balance at January 1, 1998............. 6,000,000      $ 60       $ 53      --     $ --    $ --         $ --      $ 1,951   $ 2,064
Initial public offering................ 2,000,000        20     27,291      --       --      --           --          --     27,311
Value of common stock purchase
    warrants issued in connection with
    subordinated debt financing........       --        --         410      --       --      --           --          --        410
Stock purchased for benefit plans......   (15,520)      --         --       --       --     (269)         --          --       (269)
Net earnings...........................       --        --         --       --       --      --           --       10,195    10,195
Other Comprehensive Income,
    unrealized gains on available for
    sale securities, net of taxes of
    $4,214.............................       --        --         --       --       --      --          6,714        --      6,714
                                                                                                                              -----
Total Comprehensive Income.............                                                                                      16,909
                                        ---------     -----   --------    ----     -----    ----        ------    -------    ------
Balance at December 31, 1998........... 7,984,480        80     27,754      --       --     (269)        6,714     12,146    46,425
Common stock issued on options and
    warrants exercised.................    64,689       --         896      --       --      --            --         --        896
Common stock offering.................. 2,400,000        24     42,429      --       --      --            --         --     42,453
Net earnings...........................       --        --         --       --       --      --            --      13,613    13,613
Other Comprehensive Income
    (amortization) of unrealized gains
    on available for sale securities,
    net of taxes of $2,046.............       --        --         --       --       --      --         (3,198)       --     (3,198)
                                                                                                                             ------
Total Comprehensive Income.............                                                                                      10,415
                                       ----------     -----   --------    ----     -----   -----       -------    -------    ------
Balance at September 30, 1999..........10,449,169     $ 104   $ 71,079      --     $ --    $(269)      $ 3,516   $ 25,759  $100,189
                                       ==========     =====   ========      ==     ====    =====       =======   ========  ========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.



                                                         3
<PAGE>


                             CREDITRUST CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

(DOLLARS IN THOUSANDS)                                                                         NINE MONTHS ENDED SEPTEMBER 30,
                                                                                               -------------------------------
                                                                                                    1998             1999
                                                                                                    ----             ----
<S>                                                                                            <C>                 <C>
Increase (Decrease) in Cash and Cash Equivalents
Cash Flows from Operating Activities
           Net earnings....................................................................       $ 2,773          $ 13,613
           Adjustments to reconcile net earnings to net cash (used in) provided
                by operating activities:
                     Depreciation and amortization.........................................           262               653
                     Deferred tax expense..................................................         1,775             8,677
                     Income on investment in securitization................................          --              (3,876)
                     Gain on sale..........................................................        (7,417)              --
                     Extraordinary Loss....................................................           929               --
           Changes in assets and liabilities:
                     Increase in other assets..............................................          (960)           (2,142)
                     Increase in accounts payable and accrued expenses.....................         1,369             3,143
                     Increase (decrease) in other liabilities..............................            37               (51)

Net Cash and Cash Equivalents (Used in) Provided by Operating Activities...................        (1,232)           20,017
                                                                                                  -------           -------

Cash Flows from Investing Activities
           Collections applied to principal (accretion) on finance
                receivables................................................................          (641)          (11,149)
           Increase in cash reserves on securitizations....................................          --              (2,616)
           Proceeds from Securitization....................................................        12,059               --
           Purchases of property and equipment.............................................          (147)           (5,384)
           Acquisitions of finance receivables.............................................       (26,178)         (128,328)
           Net cost of portfolios sold.....................................................           562               --
                                                                                                      ---               --
Net Cash and Cash Equivalents Used in Investing
      Activities...........................................................................       (14,345)         (147,477)
                                                                                                 --------          --------
Cash Flows from Financing Activities
           Proceeds from issuance of common stock..........................................        27,261            43,349
           (Payments on) proceeds from notes payable, net..................................        (2,102)           95,105
           Payments on capital lease obligations...........................................          (224)             (415)
           Payment for stock held for benefit program......................................          (269)              --
           Proceeds from warrants issued...................................................           411               --
           Deferred costs..................................................................          (395)           (3,024)
                                                                                                    -----            ------
Net Cash and Cash Equivalents Provided by Financing
      Activities...........................................................................        24,682           135,015
                                                                                                   ------           -------

Net Increase in Cash and Cash Equivalents..................................................         9,105             7,555
Cash and Cash Equivalents at Beginning of period...........................................           770             7,906
                                                                                                      ---             -----

Cash and Cash Equivalents at End of period.................................................       $ 9,875          $ 15,461
                                                                                                  =======          ========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.




                                                         4
<PAGE>



                             CREDITRUST CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    (Dollars in thousands except share data)

Note A--Organization and Business

Creditrust Corporation (the "Company") was incorporated in Maryland on October
17, 1991. The Company purchases, collects and manages defaulted consumer
receivables from credit grantors, including banks, finance companies, retail
merchants and other service providers. The Company's customers are located
throughout the United States. The Company has funded its receivables purchases
and the expansion of its business through a combination of bank and other
warehouse funding, public and private equity funding and asset-backed
securitizations.

Note B--Summary of Significant Accounting Policies

Basis of Accounting

In the opinion of management, the accompanying financial statements include all
adjustments (consisting only of normal recurring items) necessary for their fair
presentation in conformity with generally accepted accounting principles.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues,
and expenses. Actual results may differ from these estimates. Interim results
are not necessarily indicative of results for a full year. The information
included in these Statements should be read in conjunction with Management's
Discussion and Analysis and financial statements and notes thereto included in
Creditrust Corporation's Annual Report on Form 10K for the year ended December
31, 1998.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Creditrust Funding I LLC, Creditrust Card
Services Corp, Creditrust SPV99-1, LLC, and Creditrust SPV99-2, LLC.
All material inter-company accounts and transactions have been eliminated.

Note C--Secondary Offering

On March 19, 1999, the Company completed a secondary public offering of 2.4
million shares of common stock at $19.00 per share. After payment of
underwriting discounts and commissions and other offering expenses, the Company
received net proceeds of $42.5 million. The proceeds were used to purchase
additional portfolios and contribute to working capital.

Note D--Earnings per Common Share

The following table reconciles basic and diluted EPS for the three months and
nine months ended September 30, 1999:

<TABLE>
<CAPTION>


                                                THREE MONTHS ENDED SEPTEMBER 30, 1999       NINE MONTHS ENDED SEPTEMBER 30, 1999
                                                -------------------------------------       ------------------------------------
                                                                                  PER                                       PER
                                                 EARNINGS         SHARES         SHARE         EARNINGS       SHARES       SHARE
                                                (NUMERATOR)    (DENOMINATOR)     AMOUNT       (NUMERATOR)  (DENOMINATOR)   AMOUNT
                                                -----------    -------------     ------       -----------  -------------   ------
<S>                                              <C>           <C>               <C>          <C>          <C>             <C>
Basic EPS
Net earnings................................        $ 6,295      10,430,475      $ .60         $ 13,613      9,725,690     $ 1.40
Effect of dilutive securities
Warrants....................................            --          243,098                         --         220,064
Stock options...............................            --          122,796                         --         107,305
                                                        --          -------                         --         -------
Diluted EPS
Net earnings plus assumed conversions.......        $ 6,295      10,796,369      $ .58         $ 13,613     10,053,059     $ 1.35
                                                    =======      ==========      =====         ========     ==========     ======
</TABLE>


                                                         5
<PAGE>



                             CREDITRUST CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                    (Dollars in thousands except share data)

Note E--Finance Receivables

The Company purchases defaulted consumer receivables at a discount from the
actual principal balance. The following summarizes the change in finance
receivables for the nine months ended September 30, 1999:

<TABLE>
<CAPTION>
<S>                                                                                                         <C>
Balance, at beginning of period....................................................................         $26,915
                Purchases of finance receivables...................................................         128,328
                Net accretion to principal on finance receivables..................................          11,149
                                                                                                             ------
Balance, at end of period..........................................................................        $166,392
                                                                                                           ========
Unrecorded discount                                                                                     $ 2,235,650
                                                                                                        ===========
</TABLE>

To the extent that the carrying amount of a static pool exceeds its fair value,
a valuation allowance would be recognized in the amount of such impairment. As
of December 31, 1998 and September 30, 1999, no provision for loss has been
recorded.

Note F--Investment in Securitizations

Investment in securitizations for the nine months ended September 30, 1999 is
comprised of the following:

<TABLE>
<CAPTION>

                                                                                                              ESTIMATED
                                                            CASH           AMORTIZED         UNREALIZED          FAIR
                                                          RESERVES            COST             GAINS             VALUE
                                                                                           (AMORTIZATION)
                                                          --------         ----------      --------------     ----------
<S>                                                       <C>              <C>             <C>                <C>
Balance at beginning of period....................        $ 1,934           $ 17,407          $ 10,928          $30,269
Deposits to reserves..............................          2,616                --               --              2,616
Income on investment..............................            --               3,876              --              3,876
Amortization of unrealized gain...................            --                 --             (5,244)          (5,244)
                                                          --------          --------           -------          -------
Balance at end of period..........................        $ 4,550           $ 21,283           $ 5,684          $31,517
                                                          ========          ========           =======          =======
</TABLE>


The investment in securitizations accrues interest at 12% per annum. The net
after tax effect of unrealized gains is reflected as a separate component of
stockholders' equity and is included in other comprehensive income. Fair value,
absent actual market quotations for similar securities, was calculated by a
discounted cash flow valuation.

Note G--Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following at:

<TABLE>
<CAPTION>


                                                                                    December 31,     September 30,
                                                                                         1998            1999
                                                                                    ------------     -------------
<S>                                                                                 <C>              <C>
Accounts payable............................................................             $ 512         $1,529
Accrued salaries, taxes and fringe benefits.................................               695          1,949
Accrued other liabilities...................................................               414          1,206
                                                                                           ---         ------
                                                                                        $1,621         $4,684
                                                                                        ======         ======
</TABLE>


                                                         6


<PAGE>


                             CREDITRUST CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                  (Dollars in thousands except for share data)

Note H--Notes Payable

Warehouse Facility

In September 1998, the Company established through a wholly owned consolidated
special purpose finance subsidiary a $30 million securitized revolving warehouse
facility for use in acquiring finance receivables. The warehouse facility
carries a floating interest rate of LIBOR plus .65%, with the revolving period
expiring in October 2000. The final due date of all payments due under the
facility is October 2005. The warehouse facility is secured by a trust estate,
primarily consisting of specific consumer receivables that the Company has
absolutely assigned to the newly formed special purpose finance subsidiary.
Generally, the warehouse facility provides 95% of the acquisition costs of
receivables purchased, with the Company funding the remaining 5% and a one-time
$900,000 liquidity reserve requirement. The $900,000 reserve account is
consolidated and included in cash on the balance sheet and restricted as to use
until the warehouse facility is retired. The facility contains financial
covenants the most restrictive of which requires that the Company maintains a
net worth of $1.8 million plus 75% of net earnings. As of September 30, 1999,
the Company had approximately $6.3 million outstanding under the facility.

Revolving Line of Credit

In October 1998, the Company entered into a $20 million revolving line of credit
with a commercial lender to provide receivables financing. The facility has a
term of three years, during which time the Company may borrow and repay funds to
purchase receivables at 80% of acquisition cost. Interest is based on prime plus
0.5%, or LIBOR plus 2.5% at the option of the Company on each advance. The
facility is secured by any receivables purchased under the facility and
substantially all the Company's other assets. The facility contains financial
covenants the most restrictive of which requires that the Company maintains a
net worth of $30.0 million plus 50% of net earnings. As of September 30, 1999,
the Company had approximately $15.6 million outstanding under the facility.

$40 Million Interim Financing

In August 1999, the Company entered into a $40.0 million interim credit facility
to fund purchases of additional portfolios of defaulted receivables. Under this
arrangement, Creditrust SPV99-2, LLC (Series 1999-2), a newly formed special
purpose subsidiary issued secured, short-term notes in a private placement to
institutional investors. The notes are backed by a parent guarantee from the
Company. Through September 30, 1999, Series 1999-2 had used the proceeds of the
interim credit facility to purchase portfolios including purchases under forward
flow contracts with all remaining funds being used subsequent to the end of the
period. The Company is obligated to retire this facility with proceeds from any
capital markets transactions or assets sales, each as defined prior to the May
2000 maturity date. Interest is payable at 12% per annum.

$40 Million Securitization Note

In August 1999, the Company issued a $40.0 million asset backed Securitization
Note through its newly formed special purpose subsidiary Creditrust SPV99-1, LLC
(Series 99-1). The Note is secured by the receivables pledged to the Note
holders and is non recourse to Creditrust and its other subsidiaries. Interest
is payable at 9.43% per annum and the final maturity date of the Note is July,
2004.




                                        7
<PAGE>


                             CREDITRUST CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
                  (Dollars in thousands except for share data)


As of September 30, 1999, required minimum principal payments payable by the
Company were as follows:

<TABLE>
<CAPTION>


                          Year ending December 31,
                          <S>                                                                            <C>
                          1999................................................................          $  11,174
                          2000................................................................             54,755
                          2001................................................................             35,391
                          2002................................................................                574
                                                                                                              ---

                                        Total minimum principal payments......................          $ 101,894
                                                                                                        =========
</TABLE>


Note I--Commitments and Contingencies

Forward Flow Agreements

Beginning in September 1998, the Company entered into multiple forward flow
agreements with certain financial institutions, which obligate the Company to
purchase, on a monthly basis, portfolios of charged-off receivables meeting
certain criteria.

Litigation

The Company is involved in various litigation arising in the ordinary course of
business. Management believes these items, individually or in aggregate, will
not have a material adverse impact on the Company's financial position, results
of operations or liquidity.








                                        8


<PAGE>



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

Quarter Ended September 30, 1999 Compared to Quarter Ended September 30, 1998

Revenues. Total revenues increased by $19.9 million, or 459.8%, from $4.3
million for the three months ended September 30, 1998 to $24.2 million for the
three months ended September 30, 1999. The 1998 third quarter included a gain on
sale of $0.8 million while 1999's revenue in the third quarter was largely due
to a $18.8 million increase in income on finance receivables resulting from
receivables purchases during the past year. The Company expects that revenue in
future periods will consist primarily of income on finance receivables.

Income on finance receivables increased by $18.8 million, or 654.2%, from $2.9
million for the three months ended September 30, 1998 to $21.6 million for the
three months ended September 30, 1999. This increase was attributable to the
purchase of receivables in the last two-quarters of 1998 and the first three
quarters of 1999 with proceeds from the initial public offering, the follow on
public offering, the Company's two credit facilities, the interim financing
facility, and the August 1999 securitization. Collections on managed receivables
increased by $17.2 million, or 312.7%, from $5.5 million for the three months
ended September 30, 1998 to $22.7 million for the three months ended September
30, 1999.

Expenses from Operations. Total expenses from operations increased by $7.9
million, or 168.2%, from $4.7 million for the three months ended September 30,
1998 to $12.6 million for the three months ended September 30, 1999. Operating
expenses increased primarily as a result of increased personnel expenses
associated with the rapid growth of the Company's managed receivables base and
associated recovery efforts. The Company's communications and rent and occupancy
expenses also increased as the Company's managed receivables base grew and as
the Company built infrastructure to support further expansion of its operations.

Personnel expenses increased by $5.1 million, or 143.1%, from $3.6 million for
the three months ended September 30, 1998 to $8.7 million for the three months
ended September 30, 1999. Major categories of personnel expense increases
included: (a) recruiting, training and compensation costs associated with the
increase in the number of employees from 388 to 1075 needed to service the
larger volume of managed receivables, and (b) additional costs for development,
installation and training associated with the Company's expanded information
technology systems. The Company expects further personnel increases at its third
recovery facility over the next several quarters.

Communications costs increased by $948,000, or 237.3%, from $399,000 for the
three months ended September 30, 1998 to $1.3 million for the three months ended
September 30, 1999. This increase was due to greater use of credit reporting and
long distance telephone services to service the higher volume of managed
receivables.

Professional fees and general and administrative expenses increased from
$376,000 for the three months ended September 30, 1998 to $1.4 million for the
three months ended September 30, 1999, primarily as a result of increased
accounting fees, investor relations expenses, other consulting fees, and
miscellaneous other administrative costs.

Earnings from Operations. Earnings from operations increased by $12.0 million
from a loss of $400,000 for the three months ended September 30, 1998 to $11.6
million for the three months ended September 30, 1999. This increase resulted
from numerous factors, particularly the increase in income on finance
receivables, which more than offset the planned growth in operating costs
associated with the additions to recovery personnel to support a substantially
larger volume of receivables.

Other Income (Expense). Other income (expense) decreased from net income of
$189,000 for the three months ended September 30, 1998 to a net expense of $1.3
million for the three months ended September 30, 1999. This increase resulted
from a $228,000 increase in interest and other income primarily due to interest
earned on short term cash equivalent investments which were acquired with
proceeds from the interim finance facility and the August 1999 securitization
offset by an increase in interest expense of $1.7 million as a result of higher
borrowing incurred in connection with the credit facilities, interim finance
facility and the August 1999 securitization.

Earnings Before Income Taxes. As the result of the foregoing, earnings before
income taxes increased from a loss of $181,000 for the three months ended
September 30, 1998 to $10.3 million for the three months ended September 30,
1999.

Provision for Income Taxes. Income tax rates were 37% for the three months ended
September 30, 1998, and 39% for the three months ended September 30, 1999. The
Company's effective tax rate may fluctuate as a result of changes in pre-tax
income and nondeductible expenses.

                                        9
<PAGE>

Net Earnings. Net earnings increased by $7.0 million from a net loss of $681,000
for the three months ended September 30, 1998 to net earnings of $6.3 million
for the three months ended September 30, 1999. This increase resulted from the
same factors which affected earnings from operations. The 1998 quarter included
an extraordinary loss of $567,000 after tax due to the early retirement of $5.0
million of subordinated notes required to be repaid upon closing the Company's
initial public offering.

EBITDA. EBITDA for the three months ended September 30, 1999 was $12.4 million
versus and zero for the three months ended September 30, 1998. EBITDA increased
more than earnings from operations primarily because of growth in interest
income for the three months ended September 30, 1999 over the same period for
1998.

Nine Months Ended September 30, 1999 Compared to Nine Months Ended
September 30, 1998

Revenues. Total revenues increased by $38.5 million, or 238.8%, from $16.1
million for the nine months ended Septmeber 30, 1998 to $54.6 million for the
nine months ended September 30, 1999. The 1998 results included gains from sales
and a securitization of $7.4 million while 1999's first half revenue increase
was largely due to a $40.2 million increase in income on finance receivables
resulting from substantially higher receivable purchases commencing in the third
quarter of 1998. The Company expects that revenue in future periods will consist
primarily of income on finance receivables.

Income on finance receivables increased by $40.2 million, or 636.0%, from $6.3
million for the nine months ended September 30, 1998 to $46.5 million for the
nine months ended September 30, 1999. This increase was attributable to the
purchase of receivables in the last two-quarters of 1998 and the first three
quarters of 1999 with proceeds from the initial public offering, the follow on
public offering, the Company's credit facilities, the Company's June and
December 1998 securitizations, the interim finance facility, and the August 1999
securitization. Collections on managed receivables increased by $43.5 million,
or 434.6%, from $13.0 million for the nine months ended September 30, 1998 to
$56.5 million for the nine months ended September 30, 1999.

Revenue for the nine months ended September 30, 1998 included $7.4 million of
gains on sales. $6.6 million of the gain on sale resulted from the
securitization of a portfolio of receivables in June 1998, and $800,000 gain on
sale resulted from the sale of other miscellaneous financed receivables.

Expenses from Operations. Total expenses from operations increased by $19.7
million, or 185.2%, from $10.6 million for the nine months ended September 30,
1998 to $30.4 million for the nine months ended September 30, 1999. Operating
expenses increased as expected in 1999 primarily as a result of increased
personnel expenses associated with the rapid growth of the Company's managed
receivables base and associated recovery efforts. The Company's communications
and rent and occupancy expenses also increased as the Company's managed
receivables base grew. Operating expenses as a percentage of revenues decreased
to 55.6% of revenues for the nine months ended September 30, 1999, as compared
to 66.0% of revenues for the nine months ended September 30, 1998.

Personnel expenses increased by $14.1 million, or 188.7%, from $7.5 million for
the nine months ended September 30, 1998 to $21.6 million for the nine months
ended September 30, 1999. Major categories of personnel expense increases
included: (a) recruiting, training and compensation costs associated with the
increase in the number of employees from 388 to 1075 needed to service the
larger volume of managed receivables, and (b) additional costs for development,
installation and training associated with the Company's expanded information
technology systems. The Company expects further personnel increases at its third
recovery facility over the next several quarters.

Communications costs increased by $1.7 million, or 155.5%, from $1.1 million for
the nine months ended September 30, 1998 to $2.8 million for the nine months
ended September 30, 1999. This increase was due to greater use of credit
reporting and long distance telephone services to service the higher volume of
managed receivables.

Professional fees and general and administrative expenses increased from
$843,000 for the nine months ended September 30, 1998 to $3.6 million for the
nine months ended September 30, 1999, primarily as a result of increased
accounting fees, investor relations expenses, other consulting fees, and
miscellaneous other administrative costs.

Earnings from Operations. Earnings from operations increased by $18.8 million,
or 343.0% from $5.5 million for the nine months ended September 30, 1998 to
$24.3 million for the nine months ended September 30, 1999. This increase
resulted from numerous factors, particularly the increase in income on finance
receivables, which more than offset the planned growth in operating costs
associated with the additions to recovery personnel to support a substantially
larger volume of receivables.



                                       10

<PAGE>

Other Income (Expense). Other income (expense) decreased from net income of
$4,000 for the nine months ended September 30, 1998 to a net expense of $2.0
million for the nine months ended September 30, 1999. This decrease resulted
from a $834,000 increase in interest and other income primarily due to interest
earned on short term cash equivalent investments which were acquired with
proceeds from the secondary offering, the interim finance facility, and the
securitization in August 1999 offset by an increase in interest expense of $2.8
million as a result of higher borrowing incurred in connection with the credit
facilities, interim financing and securitization in August 1999.

Earnings Before Income Taxes. As the result of the foregoing, earnings before
income taxes increased from $5.5 million for the nine months ended September 30,
1998 to $22.3 million for the nine months ended September 30, 1999.

Provision for Income Taxes. Income tax rates were 39% for the nine months ended
September 30, 1998 and 1999. The Company's effective tax rate may fluctuate as a
result of changes in pre-tax income and nondeductible expenses.

Net Earnings. Net earnings increased by $10.8 million from $2.8 million for the
nine months ended September 30, 1998 to $13.6 million for the nine months ended
September 30, 1999. This increase resulted from the same factors which affected
earnings from operations. Net earnings for the nine months ended September 30,
1998 included an extraordinary loss of $567,000 after tax due to the early
retirement of $5.0 million of subordinated notes required to be repaid upon
closing the Company's initial public offering.

EBITDA. EBITDA increased by $20.0 million, or 326.6% from $6.1 million for the
nine months ended September 30, 1998 to $26.1 million for the nine months ended
Septemeber 30, 1999. EBITDA increased more than earnings from operations
primarily because of growth in interest income for the nine months ended
September 30, 1999 over the same period for 1998.

Financial Condition

Cash and Cash Equivalents. Cash and cash equivalents increased from $7.9 million
as of December 31, 1998 to $15.5 million as of September 30, 1999, primarily as
a result of an increase in net cash from financing activities including proceeds
from the secondary public offering, credit facilities, interim financing
facility, and the August 1999 securitization. These proceeds were offset by
investing activities, principally purchases of receivables, and further
increased by cash provided by operating activities.

Finance Receivables. Investment in finance receivables increased 518.2% to
$166.4 million, as of September 30, 1999 from $26.9 million as of December 31,
1998. The Company purchased $128.3 million of finance receivables during the
nine months ended September 30, 1999 with a portion of the net proceeds from the
secondary public offering, the December 1998 securitization, the borrowings
available under the Company's credit facilities, the interim finance facility,
the August 1999 securitization and other cash on hand. Accretion on finance
receivables of $11.2 million was recorded for the nine months ended September
30, 1999 due to the effects of the accelerated rate of receivables purchases in
recent months and collection patterns in the early months of the collection
cycle.

Investment in Securitizations. Investment in securitizations increased from
$30.3 million at December 31, 1998 to $31.5 million as of September 30, 1999 due
principally to additions to the reserve of the two securitizations in the amount
of $2.6 million. As of September 30, 1999, the fair value of investment in
securitizations was $31.5 million and the unrealized gain was $5.7 million
(pre-tax) or $3.5 million (net of taxes). Unrealized gains may fluctuate based
upon changes in the discount rate utilized by the Company and changes in
collection rates.

Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses
increased 188.9% from $1.6 million at December 31, 1998 to $4.7 million at
September 30, 1999. The increase was principally due to increased trade payables
and accrued salary associated with increased payroll levels and associated
operating costs.

Notes Payable and Capitalized Lease Obligations. Notes payable increased from
$6.8 million as of December 31, 1998 to $101.9 million as of September 30, 1999.
The increase in notes payable was attributable to receivables purchased under
the Company's credit facilities, the interim financing facility and the August
1999 securitization.



                                       11

<PAGE>

Deferred Tax Liability. The Company's deferred tax liability at September 30,
1999 was $18.5 million compared to $11.9 million as of December 31, 1998. This
increase of $6.6 million was primarily attributable to an increase of $8.7
million in deferred tax expenses resulting from the timing differences of
recognizing income on finance receivables on the cost recovery method for tax
and securitization transactions treated as financing for tax offset by a
decrease of $2.1 million in deferred tax liability and amortization of
comprehensive income.

Total Stockholders' Equity. Total stockholders' equity increased $53.8 million
to $100.2 million at September 30, 1999 from $46.4 million at December 31, 1998
as a result of net income of $13.6 million during the nine months ended
September 30, 1999, $42.5 million of additional paid in capital resulting from
the Company's secondary public offering and $896,000 from exercise of options
and warrants for common stock, reduced by $3.2 million (net of taxes) from
amortization of in unrealized gains related to the fair value of the Company's
investment in securitizations.


Liquidity and Capital Resources

Historically, the Company has derived substantially all of its cash flow from
collections on finance receivables and servicing income. The primary sources of
funds to purchase receivables are cash flow, asset backed securitizations, the
interim credit facility, borrowings under two credit facilities and equity
capital.

As of September 30, 1999, the Company had cash and cash equivalents of $15.5
million. Cash provided by operating activities was $20.0 million for the nine
months ended September 30, 1999. Receivables purchased were $128.3 million for
the nine months ended September 30, 1999. Available credit under the Company's
credit facilities at September 30, 1999 is $30.1 million.

Creditrust has entered into forward flow contracts with a number of credit
grantors. These contracts obligate Creditrust to make monthly purchases of
receivables portfolios providing they meet certain agreed-upon criteria. The
Company projects its obligations under these contracts based upon the Company's
experience to date, its estimates of future receivable offerings meeting these
criteria, and its expectations for general market conditions for receivables.
Based upon these factors, the Company estimates that its monthly obligations
under existing forward flow contracts will range from $7.5 million in October
1999 to $1.0 million in December 2000.

The debt service requirements associated with borrowings under the credit
facilities will significantly increase liquidity requirements. Both credit
facilities have interest only periods for up to six months, after which point
the principle balances must be fully amortized over periods of between 24 and 60
months. In August 1999, both credit facilities were substantially repaid through
proceeds of a securitization. The additional borrowings under the interim credit
facility and the August 1999 securitization also require significant additional
debt servicing. Both facilities have paydown requirements equal to nearly all
collections on the pledged receivables. The Company anticipates that its
operating cash flow and cash on hand, existing credit facilities, future asset
backed securitizations, and other financing transactions currently being pursued
will be sufficient to meet its anticipated future operating expenses and
receivable purchases, and to service its debt requirements as they become due.
To the extent the Company is successful in closing additional term
securitizations, amounts repaid under both facilities may be re-borrowed. The
Company regularly considers various financing alternatives to fund its purchases
of consumer receivables and corporate growth. The Company expects that it would
use a portion of any additional financing proceeds to repay the interim
financing.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

The Company retains an investment in securitizations with respect to its
securitized receivables which are market risk sensitive financial instruments
held for purposes other than trading; it does not invest in derivative financial
or commodity instruments. This investment exposes the Company to market risk
which may arise in the credit standing of the investment in securitizations and
in interest and discount rates applicable to this investment.

The impact of a 1% increase in the discount rate used by the Company in the fair
value calculations would decrease the fair value reflected on the Company's
balance sheet by $809,000 as of September 30, 1999. There would be no impact on
the Company's future cash flows.


                                       12

<PAGE>

Year 2000

The Year 2000 issue arises out of potential problems with computer systems or
any equipment with computer chips that use dates where the date has been stored
as just two digits (e.g. 98 for 1998). On January 1, 2000, any clock or date
recording mechanism, including date sensitive software, which uses only two
digits to represent the year, may recognize a date using 00 as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations and cause a disruption of operations, including, among other
things, a temporary inability to process transactions, send letters and
statements or engage in similar activities.

The Company believes it has replaced or modified all of its critical computer
systems and business applications software in the normal course of its business
expansion and that its computer systems will be able to utilize properly dates
beyond December 31, 1999. The Company used its in-house programmers in the
modification. Accordingly, the Company is unable to identify separately the
costs of making these systems Year 2000 compliant.

Most of the Company's major vendors are the largest credit grantors in the
country, which the Company expects will become Year 2000 compliant due to the
nature and financial strength of these businesses. Additionally, the Company
does not generally communicate on-line with credit grantors on a continuing
basis, but rather receives discrete data files for analysis and to support
recovery activities. The Company has to date been able to convert data received
from credit grantors and other third parties to be Year 2000 compliant and
expects that it will continue to be able to do so in the future. The Company is
in the process of seeking Year 2000 certifications from key vendors.

The Company also relies on internal and third party information databases in its
portfolio analysis and collection efforts. A significant amount is maintained in
internal databases. However, the Company must timely receive new data from third
party sources and an interruption in this data supply could adversely affect the
Company's ability to purchase additional portfolios and to collect on existing
receivables. The Company has successfully checked and converted third-party data
that is not Year 2000 compliant, and based on its efforts to date, believes that
it can continually effect any necessary conversions.

The Company's collection efforts rely heavily on telephone systems. The Company
has contracts with multiple telephone carriers. Based on communications with
vendors to date, the Company believes that major telephone systems will not be
interrupted by Year 2000 failures. However, if a protracted and major disruption
in the availability of local or long-distance telephone service were to occur as
the result of the Year 2000 problem or otherwise, the Company's collection
efforts, and therefore its operations, could be materially adversely affected.
Disruption of power supply by the Company's electric utilities could also have a
serious effect on the Company's ability to conduct business.

Inflation

The Company believes that inflation has not had a material impact on its results
of operations for the three months ended September 30, 1998 and 1999.


                                       13

<PAGE>

                                     PART II

PART II. OTHER INFORMATION

Item 2.         Changes in Securities and Use of Proceeds.

                              (a)           None.

                              (b)           None.

                              (c)           None.

                              (d)           None.


Item 5.         Other Information

Risk Factors and Forward-Looking Statements

The Company's business prospects are highly dependant on a variety of factors
within and beyond the Company's control which may affect the timing and amount
of collections on the Company's portfolios of previously defaulted consumer
receivables. Future growth of the Company will depend on numerous factors,
including the development and expansion of relationships with credit grantors,
the availability of adequate financing to purchase additional receivables, the
ability to securitize receivables, the ability to maintain the quality of
services the Company provides to its customers and to credit grantors, the
recruitment, training and retention of qualified personnel, the enhancement and
maintenance of the Company's information technology, operational, and financial
systems, any higher than anticipated rate of personnel turnover and the
continued availability of receivables that meet the Company's requirements. The
Company's future prospects may be significantly affected either positively or
negatively depending upon the circumstances of the marketplace and competitive
developments. There can be no assurance that the Company will be able to manage
its expanding operations effectively or to maintain its historical collection
rates, or that it will be able to maintain or accelerate its growth, and any
failure to do so could have a material adverse effect on the Company's business,
results of operations, and financial condition.

The Company's quarterly operating results may fluctuate in the future because of
a variety of factors. These factors include (1) the timing and amount of
collections on the Company's receivables, (2) any charge to earnings resulting
from a decline in value of the Company's existing investment in securitizations,
(3) increases in operating expenses associated with the growth of the Company's
operations and (4) the accuracy of the Company's pricing models. No assurance
can be given that unanticipated future events, including further refinements to
the Company's collection models, will not result in changes in estimates in
future periods which could adversely affect quarter-to-quarter comparisons. The
Company does not intend to securitize assets in the future that result in gain
on sale transactions.

Statements made herein and in other written and oral statements of the Company
may include the plans and objectives of management for future operations,
including plans and objectives relating to future growth in the number of
receivables and availability of adequate third-party financing. Any
forward-looking statements are based on current expectations which involve
numerous risks and uncertainties. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic, competitive, and
market conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be
inaccurate and, therefore, there can be no assurance that any of the
forward-looking statements will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or by any other person that the objectives and
plans of the Company will be achieved.

Items 1, 3, and 4 are not applicable and have been omitted.

Item 6.         Exhibits and Reports on Form 8-K

(A) Exhibits

       10.1   Bridge Loan Agreement, dated as of August 2, 1999, by and among
              Creditrust SPV99-2, LLC, CRDT SPV99-2 Capital, Inc., Creditrust
              Corporation, The Lenders named therein and Norwest Bank Minnesota,
              National Association.

       10.2   Senior Secured Bridge Note dated August 2, 1999, executed by
              SPV99-2, LLC.

       10.3   Indenture and Servicing Agreement, dated as of August 1, 1999, by
              and among Creditrust SPV99-1, LLC, Norwest Bank Minnesota,
              National Association and Creditrust Corporation.*

       99     Limited Liability Company Agreement of Creditrust SPV99-1, LLC

        *     Confidential treatment has been requested with respect to certain
              portions of this exhibit. The confidential portions have been
              filed separately with the Securities and Exchange Commission.

(B) Reports on Form 8-K

    Creditrust Corporation filed no reports on Form 8-K during the quarter ended
September 30, 1999.

                                       14
<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Baltimore, State of Maryland, on November 15, 1999.

                             CREDITRUST CORPORATION


                             By: __________________________________________
                                  Richard J. Palmer
                                  Vice President and Chief Financial Officer









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