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, 1996

                                       OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from ____ to ____

                         Commission File Number 0-22830

                             OXFORD RESOURCES CORP.
                             ----------------------
             (Exact name of registrant as specified in its charter)

NEW YORK                                                          11-2344427
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)                 (IRS Employer ID)

270 South Service Road, Melville, NY                                    11747
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (zip code)

(516) 777-8000
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes |X|  No |_|

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

                                               Outstanding at
    Class                                      November 1, 1996
    -----                                      ----------------

Class A Common Stock                               7,115,662
Class B Common Stock                               7,724,000

<PAGE>

                                TABLE OF CONTENTS

Part I        Financial Information                                    Page #
              ---------------------                                    ------

     Item 1.  Financial Statements

              Consolidated Balance Sheets - As of
              September 30, 1996 and June 30, 1996..................     3
                                                                        
              Consolidated Statements of Income -                       
              Three month periods ended                                 
              September 30, 1996 and September 30, 1995.............     4
                                                                        
              Consolidated Statement of Shareholders'                   
              Equity - Three month period ended                         
              September 30, 1996 ...................................     5
                                                                        
              Consolidated Statements of Cash Flows -                   
              Three month periods ended                                 
              September 30, 1996 and September 30, 1995.............     6
                                                                        
              Notes to Consolidated Financial Statements............     8
                                                                        
     Item 2.  Management's Discussion and Analysis                   
              of Financial Condition and Results of
              Operations............................................     9

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

     Item 1.  Legal Proceedings.....................................    27
                                                                        
     Item 2.  Changes in Securities.................................    27
                                                                        
     Item 3.  Defaults upon Senior Securities.......................    28
                                                                        
     Item 4.  Submission of Matters to                                  
              a Vote of Security Holders ...........................    28
                                                                        
     Item 5.  Other Information.....................................    28
                                                                        
     Item 6.  Exhibits and Reports on Form 8-K......................    28
                                                                        
     Signatures.....................................................    29
                                                                        
     Index of Exhibits .............................................    30
                                                                        
     Exhibits


                                        2

<PAGE>

Part I  -  Financial Information
           Item 1 - Financial Statements

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                                     Consolidated Balance Sheets
<TABLE>
<CAPTION>
=============================================================================================

                                                               September 30,      June 30,
                                                                   1996             1996
                                                               (Unaudited)
---------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>           
Assets

Cash and cash equivalents                                     $   58,731,050   $   66,298,981
Available for sale securities                                      3,396,260        7,684,401
Net investment in automobile receivables                          64,270,706       60,708,681
Inventories and other assets                                      30,093,357       26,007,423
Vehicles under operating leases - net                          1,432,730,308    1,337,514,432
Property and equipment, less accumulated depreciation             12,491,146       10,702,456
Restricted funds on deposit with banks
  (net of $34,244,482 and $33,529,951 of security deposits)        9,640,880        8,922,036
Receivables from related parties                                   2,810,322        2,824,147
                                                              --------------   --------------
                                                              $1,614,164,029   $1,520,662,557
                                                              ==============   ==============
Liabilities and Shareholders' Equity
Liabilities:
  Accrued expenses and other liabilities                      $   13,491,461   $   16,150,730
  Deferred income taxes                                           29,269,169       25,650,000
  Notes payable and obligations under capital leases -
    non-recourse                                               1,475,941,011    1,387,398,523
                                                              --------------   --------------
    Total liabilities                                          1,518,701,641    1,429,199,253
                                                              --------------   --------------
Shareholders' equity
  Preferred stock, $.01 par value  - shares authorized
    10,000,000; none issued                                             --               --
  Common stock:
   Class A, $.01 par value - shares authorized 62,000,000;
     issued 7,115,662                                                 71,157           71,157
   Class B, $.01 par value - shares authorized 8,000,000;
     issued 7,724,000                                                 77,240           77,240
  Additional paid-in capital                                      61,258,667       61,258,667
  Retained earnings                                               33,872,386       28,172,662
  Unrealized appreciation on available for sale securities           182,938        1,883,578
                                                              --------------   --------------
          Total shareholders' equity                              95,462,388       91,463,304
                                                              --------------   --------------
                                                              $1,614,164,029   $1,520,662,557
                                                              ==============   ==============
</TABLE>


See accompanying notes to consolidated financial statements.


                                        3

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                               Consolidated Statements of Income
                                                                     (Unaudited)
================================================================================

Three Months Ended September 30,                         1996           1995
--------------------------------------------------------------------------------

Revenues:
  Rental income                                       $75,096,042    $63,254,878
  Gain on sale of retail installment contracts          2,600,284      2,029,711
  Interest and other income                             2,825,349      1,495,949
  Gain on vehicle dispositions
    and lease terminations                              1,534,356      1,518,537
  Servicing income                                      3,054,371      2,132,726
                                                      -----------    -----------
    Total revenues                                     85,110,402     70,431,801
                                                      -----------    -----------
Expenses:
  Selling, general and administrative                  12,775,846     10,068,032
  Depreciation and amortization                        36,052,722     31,938,089
  Interest                                             26,938,110     21,810,343
                                                      -----------    -----------
    Total expenses                                     75,766,678     63,816,464
                                                      -----------    -----------

Income before taxes on income                           9,343,724      6,615,337
Taxes on income                                         3,644,000      2,580,000
                                                      -----------    -----------
Net income                                            $ 5,699,724    $ 4,035,337
                                                      ===========    ===========
Per share data:
  Net income                                          $      0.38    $      0.30
                                                      ===========    ===========
Weighted average number of common
  and common equivalent shares
  outstanding                                          15,034,627     13,481,349
                                                      ===========    ===========


See accompanying notes to consolidated financial statements.


                                        4

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                 Consolidated Statements of Shareholders' Equity
                                                                     (Unaudited)
<TABLE>
<CAPTION>
====================================================================================================================================

                                              Common Stock
                               -------------------   -------------------
                                    Class A                Class B                                     Unrealized
                               -------------------   -------------------                               Appreciation
                                                                            Additional                 on Available        Total
                                                                              Paid-in      Retained      for Sale      Shareholders'
                                Shares      Amount    Shares      Amount      Capital      Earnings     Securities         Equity
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>         <C>       <C>         <C>       <C>           <C>           <C>             <C>         
Balance, July 1, 1996          7,115,662   $ 71,157  7,724,000   $ 77,240  $ 61,258,667  $ 28,172,662  $  1,883,578    $ 91,463,304

Unrealized appreciation on
  available for sale securities     --         --         --         --            --            --      (1,700,640)     (1,700,640)

Net income                          --         --         --         --            --       5,699,724          --         5,699,724
                               -----------------------------------------------------------------------------------------------------

Balance, September 30, 1996    7,115,662   $ 71,157  7,724,000   $ 77,240  $ 61,258,667  $ 33,872,386  $    182,938    $ 95,462,388
                               =====================================================================================================
</TABLE>


See accompanying notes to consolidated financial statements.


                                        5

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                           Consolidated Statements of Cash Flows
                                                                     (Unaudited)
<TABLE>
<CAPTION>
============================================================================================

Three Months Ended September 30,                                   1996             1995
--------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>         
Cash flows from operating activities:
  Net income                                                  $   5,699,724    $   4,035,337
                                                              -------------    -------------
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization on vehicles under
      operating leases                                           35,370,436       31,434,340
    Depreciation and amortization on property and equipment         682,286          503,749
    Provision for possible losses                                 1,808,648        1,470,208
    Accrued interest on retail installment contracts sold          (391,187)        (378,113)
    Deferred income taxes                                         3,619,169        2,554,915
    Gain on vehicle dispositions and lease terminations          (1,534,356)      (1,518,537)
    Gain on sale of retail installment contracts                 (2,600,285)      (2,029,711)

    Decrease (increase) in assets:
     Purchase of treasury notes                                 (81,071,497)     (30,318,310)
     Sale of treasury notes                                      80,955,786       30,226,102
     Lease termination fees receivable                           (1,924,869)      (1,157,623)
     Inventories and other assets                                (4,050,525)       2,944,029
     Retail installment contracts:
      Purchases                                                 (89,609,553)     (41,240,305)
      Sales                                                      86,407,542       37,600,536
      Commissions and expenses paid                              (4,202,265)      (1,406,961)
      Principal collections on contracts held for sale            4,424,969        1,523,620
      Collections on retained subordinated investment in
        contracts sold                                            1,848,531          717,168
      Deposits to spread account                                 (1,209,144)      (1,057,498)
      Withdrawls from spread account                                722,059          586,361

    Decrease in liabilities:
      Accounts payable and accrued liabilities                   (2,702,268)        (550,738)
                                                              -------------    -------------
    Total adjustments                                            26,543,477       29,903,232
                                                              -------------    -------------
    Net cash provided by operating activities                    32,243,201       33,938,569
                                                              -------------    -------------
</TABLE>


See accompanying notes to consolidated financial statements.


                                        6

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                           Consolidated Statements of Cash Flows
                                                                     (Unaudited)
<TABLE>
<CAPTION>
============================================================================================
Three Months Ended September 30,                                   1996             1995
--------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>         
Cash flow from investing activities:
  Sale of available for sale securities                           2,587,501             --
  Purchase of vehicles under operating leases                  (187,204,860)    (162,330,404)
  Proceeds from dispositions of vehicles
    under operating leases                                       58,952,649       43,887,448
  Retained subordinated investments in
    retail installment contracts sold                                  --         (1,256,387)
  Capital expenditures                                           (2,470,976)        (604,162)
  Repayment of receivables from related parties                      13,825           43,238
                                                              -------------    -------------
    Net cash used in investing activities                      (128,121,861)    (120,260,267)
                                                              -------------    -------------

Cash flows from financing activities:
  Proceeds from notes payable and obligations under
    capital leases - non-recourse                               194,077,600      173,947,841
  Principal payments on notes payable and obligations under
    capital leases - non-recourse                              (105,535,112)     (82,529,677)
  Increase in restricted funds on deposit with banks               (231,759)        (197,239)
                                                              -------------    -------------
    Net cash provided by financing activities                    88,310,729       91,220,925
                                                              -------------    -------------

Net increase (decrease) in cash and cash equivalents             (7,567,931)       4,899,227

Cash and cash equivalents, beginning of period                   66,298,981       36,900,005
                                                              -------------    -------------

Cash and cash equivalents, end of period                      $  58,731,050    $  41,799,232
                                                              =============    =============
</TABLE>


See accompanying notes to consolidated financial statements.


                                        7

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                      Notes to Consolidated Financial Statements

================================================================================

     1)   Basis of presentation

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with generally accepted accounting principles
          for interim financial reporting. All intercompany accounts and
          transactions have been eliminated in consolidation. In the opinion of
          management all necessary adjustments (consisting only of normal
          recurring accruals) have been included for the periods presented.
          These consolidated financial statements should be read in conjunction
          with the consolidated financial statements and the accompanying notes
          to the consolidated financial statements contained in the Company's
          Annual Report on Form 10-K on file with the Securities and Exchange
          Commission ("SEC") for the year ended June 30, 1996.

     2)   Available for sale securities, at market value

          The Company classifies and accounts for investments in marketable
          securities as available- for-sale since it is not the Company's
          objective to generate profits on short-term differences in price.
          Unrealized holding gains and losses (determined by specific
          identification) on investments are carried as a separate component of
          shareholders' equity.

     4)   Net investment in automobile receivables

          The components of the net investment in automobile receivables are as
          follows:

<TABLE>
<CAPTION>
                                                                September 30,     June 30,
                                                                    1996            1996
                                                                ------------    ------------
<S>                                                             <C>             <C>         
          Retail installment contracts held for sale            $ 19,272,784    $ 20,672,495
          Retained subordinated investments in contracts sold     11,495,688      12,379,298
                                                                ------------    ------------
                                                                  30,768,472      33,051,793
          Allowance for possible losses (1)                       (1,574,564)     (1,368,839)
                                                                ------------    ------------
                                                                  29,193,908      31,682,954
          Excess servicing receivable (2)                         35,076,798      29,025,727
                                                                ------------    ------------
              Net investment in automobile receivables          $ 64,270,706    $ 60,708,681
                                                                ============    ============
</TABLE>

          ----------

          (1) Allowance for possible losses are provided for retail installment
          contracts held for sale of $904,084 and $760,062 and for retained
          subordinated investments in contracts sold of $670,480 and $608,777 at
          September 30, 1996 and June 30, 1996, respectively.
          (2) Excess servicing receivable is net of an allowance for possible
          losses of $7,416,486 and $6,232,376 at September 30, 1996 and June 30,
          1996, respectively.


                                        8

<PAGE>

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

Forward-looking Statements

     The matters discussed in this Report contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Report and the Company's (as hereinafter defined) other
filings with the Securities and Exchange Commission.

General

     Oxford Resources Corp. ("Oxford") is a specialized automobile finance
company engaged primarily in the leasing of automobiles (including passenger
cars, minivans, sport/utility vehicles and light trucks) to individuals,
servicing such leases during their term and remarketing the automobiles upon the
expiration of the leases. Oxford and its direct and indirect subsidiaries are
hereinafter referred to as the "Company." The Company currently enters into or
purchases (in either case, "originates") leases in 19 states through
approximately 1,200 automobile dealers, substantially all of which are
manufacturer-franchised. The Company also markets an indirect automobile lending
program through approximately 1,000 dealers in 18 states in which it originates
retail installment contracts ("Contracts") in connection with the sale of
vehicles by such dealers.

     All of the leases which the Company originates are operating leases. At the
inception of a lease, no revenue is recognized and the leased vehicle, together
with the initial direct costs of originating the lease, which are capitalized,
appear on the Company's Balance Sheet under the caption "vehicles under
operating leases-net." Each vehicle is depreciated on a straight-line basis over
the lease term down to an amount equal to the Company's estimate at lease
inception of the projected value of the vehicle at the scheduled end of the
lease term (the "Residual"). Lease payments are recognized ratably as rent
income over the term of the lease.

     The Company finances substantially all of its leases, on a lease-by-lease
basis, for the duration of the lease term at a fixed interest rate and enters
into a note in connection with each lease with a bank or other financial
institution financing such lease (a "Lender") for the amount financed. The
Lender financing a lease assumes all credit risk for the duration of the lease
term. Because the Company's borrowing cost is lower than the implicit rate it
builds into the lease payment stream, the Company earns a spread. The Company
receives the present value of the spread (the "premium") in cash from the Lender
at the time of financing by financing each lease for an amount greater than the
net lease


                                        9

<PAGE>

asset. The amount financed by the Lender is calculated such that during the
lease term, the lessee's monthly payments are sufficient to (i) pay all interest
due at the Company's borrowing rate on the outstanding portion of the note and
(ii) amortize the note, so that at the end of the scheduled lease term, the
remaining principal balance of the note is equal to the Residual for the related
vehicle.

     In the Company's financial statements, the premium (net of the associated
capitalized initial direct costs) is recognized as income over the term of the
lease in the form of the difference between (i) rent income and (ii)
depreciation of vehicles under operating leases and interest expense. The
premium, however, is not earned evenly over the lease term. In each subsequent
month during the lease term, a greater portion of the premium is recognized than
in the prior month. At any point in time, the difference between the unpaid note
balance and the net book value of the vehicle represents the premium which was
received in cash but has not yet been recognized as income. The following table
sets forth the aggregate amount of the non-recourse notes and capital lease
obligations, the net book value of vehicles under operating leases and the
resulting unearned premium associated with the existing lease portfolio.

                                                         At September 30,
                                                   -----------------------------
                                                      1996             1995
                                                      ----             ----
                                                           (in thousands)
Notes payable and capital lease
 obligations - non-recourse ..................     $ 1,475,941      $ 1,207,400

Receivables from Lenders and other (1)  ......          27,317           20,514
Net book value of vehicles under
 operating leases ............................      (1,421,642)      (1,154,521)
                                                   -----------      -----------
Unearned premium .............................     $    81,616      $    73,393
                                                   ===========      ===========

----------
(1)  "Receivables from Lenders and other" represents those leases which have
     been submitted to the Lenders for funding in the ordinary course of
     business, but for which the Company has not received the cash as of the
     dates indicated and those leases which have been partially or not funded by
     a Lender.

     The aggregate premium to be recognized on the Company's existing lease
portfolio is determined for the remainder of the scheduled term of the existing
leases for a number of reasons. First, the rent income and the depreciation
expense in each lease and the interest rate on the note financing each lease are
all fixed for the duration of the scheduled lease term. Second, when a lease
terminates prior to its scheduled termination due to a lessee default as a
result of a repossession of, casualty to or theft of the vehicle, the Company's
lease premium is not impacted since the resulting credit loss is absorbed by the
applicable Lender due to the non-recourse nature of the note and capital lease
obligation. Third, a lease which terminates prior to its scheduled termination
as a result of the voluntary purchase of the vehicle by


                                       10

<PAGE>

the lessee or the permitted voluntary early termination of a lease in accordance
with its terms only accelerates the recognition of the unearned premium. In such
case, the Company recognizes a gain on the disposal of the vehicle equal to the
disposition proceeds less the net book value of the vehicle and such gain will
equal the unearned lease premium.

     For leases which terminate prior to their scheduled termination due to a
lessee default in connection with a repossession of, casualty to or theft of the
vehicle, the Company applies the sale or insurance proceeds and any other
recoveries realized with respect to the vehicle to extinguish the related
non-recourse obligation which financed such lease. The Company is contractually
permitted to do this on defaulted leases since its financings are non-recourse
during the lease term and the Company's only obligation is to remit the
resulting proceeds to the Lender, up to the outstanding balance of the
obligation. The Company records the difference between the disposition proceeds
and the net book value of the vehicle as a loss (or gain, on occasion) on the
defaulted lease and recognizes an offsetting gain from the early extinguishment
of the related non-recourse obligation at a discount to its principal balance.
Such gain equals the credit loss transferred to and incurred by the Lender on
the defaulted lease and will always exceed the loss to the Company by an amount
equal to the remaining unearned premium related to the lease (i.e., the amount
by which the related non-recourse obligation exceeds the net book value of the
vehicle). The excess of the gain over the loss is recorded in "gain on vehicle
dispositions and lease terminations" in the Company's Consolidated Statements of
Income.

     The following table represents the total losses and associated offsetting
gains realized by the Company on defaulted leases for each of the periods
indicated:

                                                Three Months Ended September 30,
                                                --------------------------------
                                                1996                       1995
                                                ----                       ----
                                                         (in thousands)
Gain on extinguishment of non-recourse
  obligations ...........................       $ 521                     $ 470
Credit losses on lessee defaults and                                 
  physical losses .......................        (429)                     (318)
                                                -----                     -----
Net gain ................................       $  92                     $ 152
                                                =====                     =====

     These gains from the early extinguishment of non-recourse borrowings are
equal to the credit losses incurred by the Lenders and therefore represent the
benefit the Company realized from effectively transferring the credit risk
associated with its


                                       11

<PAGE>

leasing operations to the Lenders through the use of non-recourse borrowings.
The Company incurs a cost to derive this benefit from transferring credit risk
in the form of interest expense which is higher than that which would be
incurred if the Company used recourse borrowings.

     The strict application of Statement of Financial Accounting Standards No. 4
("SFAS No. 4") would require that the gains on early extinguishment of
non-recourse obligations be presented as an extraordinary item, net of related
income taxes. The Company records the gain on debt extinguishment as part of
continuing operations because (i) such terminations occur frequently in the
ordinary course of the Company's business, (ii) each leased vehicle is pledged
individually and separately to a corresponding non-recourse obligation and,
therefore, the elimination of both the asset and the corresponding liability on
early termination is linked together, and (iii) such presentation more properly
matches the cost in the form of higher interest expense, which the Company
incurs to transfer credit risk to the Lenders, with the associated benefit of
such risk transfer. The Company believes that to reflect the gain on the debt
extinguishment as an extraordinary item, as prescribed by SFAS No. 4, would
result in a mismatched and misleading presentation insofar as it would not
properly portray the direct association between these gains and the other income
statement effects of these early terminations, as presented above. Accordingly,
these gains are included, together with other gains and losses from early
terminations and scheduled terminations, in income from continuing operations.
This presentation has no effect on net income or shareholders' equity.

     The Company's leases generally have terms of 24, 36, 48 or 60 months. The
following table sets forth the weighted average original term of leases
originated by the Company for the periods indicated:

                                                Three Months Ended September 30,
                                                --------------------------------
                                                1996                       1995
                                                ----                       ----
                                                           (in months)
Weighted average original lease term........    34.0                       34.1

     The following table sets forth for the Company's lease portfolio the lease
delinquencies at September 30, 1996 and 1995 and credit losses for the nine
months ended September 30, 1996 and 1995. Delinquency and credit loss
performance may in the future be influenced by numerous factors, including
economic factors and there can be no assurance that the Company's future
delinquency or credit loss performance with respect to its existing lease
portfolio, nor such performance with respect to leases originated


                                       12

<PAGE>

by the Company in the future, will be similar to or consistent with that set
forth herein.

                                                  At September 30,
                                          ----------------------------------
                                          1996                         1995
                                          ----                         ----
Lease delinquencies (1)..............     .90%                          .63%

                                           Nine Months Ended September 30,
                                          ----------------------------------
                                          1996                         1995
                                          ----                         ----
Lease credit losses (2)..............     .14%                          .14%

----------
(1)  Represents the number of leases which are contractually past due 30 days or
     more, expressed as a percentage of the number of leases in the portfolio.
(2)  Credit losses are borne by the Lenders under the Company's non-recourse
     borrowing arrangements. Figures presented represent the total dollars of
     net credit losses incurred by the Lenders (proceeds less unpaid principal
     balance of notes payable and obligations under capital leases -
     non-recourse) in proportion to the average aggregate unpaid principal
     balance of non-recourse notes payable and obligations under capital leases
     associated with such lease portfolio. Credit loss percentages have been
     annualized.

     At the end of the scheduled lease term, the Company is obligated to dispose
of the off-lease vehicle and pay to the applicable Lender the remaining note
balance which is equal to the Residual. If a lease terminates prior to its
scheduled term, under the terms of its agreements with the Lenders, the Company
has no obligation to pay the Residual or any other predetermined amount. The
Company recognizes a gain or loss on vehicle disposition if proceeds and/or
other recoveries are more or less than the net book value of the vehicle, which
equals the vehicle's Residual. Consequently, the Company's ability to dispose of
the off-lease vehicles is an important aspect of its operations. The Company
seeks to manage its Residual risk through a variety of strategies, including (i)
focusing on the leasing of vehicle models which the Company believes will have a
broad appeal in the used automobile market and (ii) utilizing multiple
remarketing channels including sales and re-leases to lessees and third parties
referred by lessees, sales through unaffiliated dealers on a consignment basis,
sales directly to dealers and wholesalers and sales through regional auctions.
From time to time, the Company has acquired selected used vehicles for re-sale.

     The following table sets forth, for each of the periods indicated, the
number and percentage of vehicles which reached scheduled termination or which
were purchased by the Company for re-sale and were remarketed by the Company in
each of the Company's remarketing channels.


                                       13

<PAGE>

                                                Three Months Ended September 30,
                                                --------------------------------
                                                      1996            1995
                                                      ----            ----
                                                Number  Percent  Number  Percent
                                                ------  -------  ------  -------
Remarketing method
  Vehicles sold or re-leased to lessees
  or third parties referred by lessees .......   2,054    53.3%   1,795    50.2%
  Consignment/Retail (1) .....................     346     9.0      287     8.0
  Wholesale ..................................   1,452    37.7    1,493    41.8
                                                 -----   -----    -----   -----
  Total ......................................   3,852   100.0%   3,575   100.0%
                                                 =====   =====    =====   =====

----------
(1)  Includes sales through its network of unaffiliated dealers on a consignment
     basis and retail sales through the Company's own retail automobile sales
     operations.

     The number and percentage of vehicles sold or re-leased to lessees and
third parties referred by lessees and sold through the Company's other
remarketing channels relative to the total number of vehicles remarketed will
vary from quarter to quarter due to factors including changes in the used
automobile market in general and in the management of the Company's overall
vehicle inventory.

     The Company engages in indirect automobile lending by purchasing Contracts
from automobile dealers in 18 states, which Contracts are originated in
connection with the sale of new and used motor vehicles by such dealers. The
Company began marketing its current indirect lending program to dealers in
fiscal 1994. The Company also originates Contracts in conjunction with the sale
of its own off-lease vehicles.


                                       14

<PAGE>

     The following table sets forth information regarding the Company's serviced
Contract portfolio:

<TABLE>
<CAPTION>
                                           Three Months Ended September 30,
                                   --------------------------------------------------
                                            1996                        1995
                                            ----                        ----
                                   Net Dollar                  Net Dollar
                                   Amount(1)       Number      Amount(1)     Number
                                   ---------       ------      ---------     ------
                                                    (dollars in thousands)
<S>                                <C>              <C>        <C>             <C>   
Balance serviced,
  beginning of period ..........   $ 305,376        24,766     $ 113,490       11,809
  Originations .................      89,610         5,671        41,240        2,819
  Runoff .......................     (31,392)       (1,709)      (12,839)        (803)
                                   ---------     ---------     ---------    ---------
Balance serviced,
  end of period ................   $ 363,594        28,728     $ 141,891       13,825
                                   =========     =========     =========    =========

Balance held for sale,
  end of period(2) .............   $  19,273         1,301     $   9,100          692

Retail installment contracts
  sold in period:
    Amount .....................   $  86,408         5,506     $  37,601        2,634
    Weighted average
      coupon(3) ................        13.4%                       14.1%
    Gain on sale as a percentage         
      of dollar amount of retail         3.0%                        5.4%
</TABLE>

----------
(1)  Includes retail installment contracts, net of unearned interest, serviced
     by the Company, including those held for sale by the Company and those
     which have been sold.
(2)  Included in retail installment contracts serviced. See footnote (1).
(3)  Weighted average coupon represents the weighted average, based on dollar
     amount, of the annual percentage rates of the retail installment contracts
     sold for the respective periods.

     The following tables set forth certain information with respect to (i) the
delinquency of Contracts serviced by the Company, including those held by the
Company and those which have been sold for each of the categories of delinquency
and periods presented and (ii) the net credit loss experience of such portfolio
for the periods presented. Because the Company has only limited historical
experience with respect to its indirect automobile lending program, the
delinquency and net credit loss experience to date may not be indicative of
future performance. Delinquency and net credit loss performance in the future
with respect to the Company's indirect automobile lending program may be
influenced by numerous factors, including economic factors and there can be no
assurance that the Company's future delinquency or net credit loss performance
with respect to its existing Contract portfolio, nor such performance with
respect to Contracts originated by the Company in the future, will be similar to
or consistent with that


                                       15

<PAGE>

set forth herein.

                                                 At September 30,
                                   ---------------------------------------------
                                            1996                    1995
                                            ----                    ----
                                    Balance   Percent(1)    Balance   Percent(1)
                                    -------   ----------    -------   ----------
                                         (dollars in thousands) (2)
Retail installment
contracts outstanding ........     $363,594     100.0%      $141,891     100.0%
                                   ========     ======      ========     ======

Delinquencies:
 30-59 days ..................     $  3,900       1.07%     $  1,096        .77%
 60-89 days ..................        1,412        .39           320        .23
 90 days or more .............        1,078        .30           385        .27
                                   --------     ------      --------     ------
Total delinquencies ..........     $  6,390       1.76%     $  1,801       1.27%
                                   ========     ======      ========     ======

----------
(1)  Represents the balance (on a net basis) of retail installment contracts
     serviced by the Company contractually past due, expressed as a percentage
     of the balance (on a net basis) of the total serviced portfolio.
(2)  Includes retail installment contracts serviced by the Company, including
     those held for sale by the Company and those which have been sold. Balances
     are presented on a net basis (i.e., do not include unearned interest).


                                                Three Months Ended September 30,
                                                --------------------------------
                                                1996                      1995
                                                ----                      ----
                                                   (dollars in thousands)(1)

Net credit losses............................   $ 1,066                   $ 367
As a percentage of average principal amount
  of contract balances outstanding ..........     1.24%                    1.11%

----------
(1)  Includes retail installment contracts serviced by the Company, including
     those held for sale by the Company and those which have been sold. Credit
     loss percentages have been annualized.

     In the ordinary course of its business, the Company has pooled and sold
substantially all of the Contracts that it has originated either on a private
whole-loan basis or in securitization


                                       16

<PAGE>

transactions. The Company has utilized several structures in its securitization
transactions. The Company's first securitization transaction in June 1994
utilized a grantor trust structure whereby the Company sold a pool of Contracts
to a special purpose corporate subsidiary which in turn sold the Contracts to a
grantor trust established for purposes of the transaction. The Company received
a purchase price equal to 100% of the then outstanding principal balance of the
sold Contracts. The grantor trust sold certificates of beneficial interest,
representing 100% ownership in the grantor trust, for cash to third parties
unaffiliated with the Company, and used the proceeds from the sale of the
certificates to purchase the pool of Contracts. In September 1996, the Company
completed a securitization transaction using an owner trust structure whereby
the Company sold a pool of Contracts to a special purpose corporate subsidiary
for 100% of the then outstanding principal balance of the sold Contracts, which
in turn sold the Contracts to a business trust established for the purposes of
this transaction. The business trust sold notes in the amount of 95% of the then
outstanding principal balance of the Contracts sold and certificates of
beneficial interest in the amount of 5% of the outstanding balance of Contracts
sold. All of such notes and 99% of such certificates were sold to third parties
unaffiliated with the Company. Subsequent to the grantor trust transaction and
prior to the owner trust transaction, the Company, through a special purpose
corporate subsidiary, has sold pools of Contracts (on a fixed pass-through rate
basis) to an unaffiliated corporation which administers a multi-seller
commercial paper conduit. For each pool of Contracts sold in this structure, the
Company received a purchase price equal to 100% of the then outstanding
principal balance of the sold Contracts, 3% of which was deferred and which is
anticipated to be paid out of future cash flows from the pool of sold Contracts
(herein referred to as the "holdback amount"). Any holdback amount is included
on the Company's Balance Sheet as "retained subordinated investments in
contracts sold" under the caption "Net Investment in Automobile Receivables." At
the time that the Company sells a pool of its Contracts, in addition to any
holdback amount (as previously described), the Company may provide additional
credit enhancement through the establishment of a restricted cash spread account
("cash spread account") which is included on the Balance Sheet as "Restricted
Funds on Deposit with Banks").

     Once the Company sells a pool of Contracts, recourse to the Company with
respect to such Contracts is limited to the associated excess servicing
receivable (as hereinafter defined), retained subordinated investments in
contracts sold, if any, any restricted cash spread account and liability on
certain contractual representations and warranties made by the Company regarding
the eligibility of the Contracts.

     The Company retains the servicing rights and responsibilities for each pool
of sold Contracts and will receive as compensation normal servicing fees over
the life of the pool.


                                       17

<PAGE>

     The Company intends to continue to sell substantially all of the Contracts
which it originates, using these or similar securitization structures. The
foregoing statement is forward-looking, and there can be no assurance that the
Company will be able to sell its future Contract originations, or that the terms
of any such sale will be on terms as favorable as or similar to the terms of the
Company's past sale transactions.

     All of the Company's Contract sale transactions are on a fixed pass-through
rate basis to the purchasers, which pass-through rate is determined on the sale
date. The Company recognizes gains and losses on the sale of Contracts at each
sale date based on a determination of the present value of the estimated future
amounts ("excess servicing cash flows") to be realized by the Company in
connection with such sale. These estimates consider all cash flows which are
estimated to be generated by the sold Contracts over their life less (i) normal
servicing fees, which are retained by the Company in its capacity as servicer
and are recognized over the life of the transaction, (ii) payments to investors
in the transaction, (iii) payments to the Company with respect to its retained
subordinated investments in contracts sold, if any, and (iv) credit enhancement
expenses, if any. Additionally, excess servicing cash flows are reduced by both
a credit loss provision, which is estimated to be adequate to cover credit
losses over the life of the sold Contracts, and the impact of estimated
prepayments. The gain on sale recognized is net of all transaction fees and
expenses, including any portion of excess interest generated on a Contract which
is paid to the dealer as a dealer commission (a "Dealer Commission") incurred in
connection with the origination of the sold Contracts and any gain or loss
realized on any Treasury note positions closed at the time of sale (as discussed
below).

     The receivable related to the gain on sale is included on the Company's
Balance Sheet as "excess servicing receivable" under the caption "Net Investment
in Automobile Receivables." The Company evaluates the carrying value of its
excess servicing receivable for each discreet sale transaction that it has
consummated at each reporting period considering the actual prepayment and
credit loss experience of the underlying sold Contracts and makes adjustments to
reduce the carrying value of such asset, if appropriate. To date, the Company
has not been required to record any such adjustments, but there can be no
assurance that it will not be required to do so in the future. Any adjustment of
the Company's excess servicing receivable would be charged to servicing income.

     As described above, the amount of gain on sale which the Company recognizes
upon the sale of its Contracts is based, in part, on estimates of the amount and
timing of future credit losses and prepayments over the life of such sold
Contracts. The rate of credit losses will be influenced by a variety of economic
and other factors, including general economic conditions and unemployment rates.
The rate of prepayments will also be influenced by a variety of economic and
other factors, including general levels of

                                       18

<PAGE>

interest rates and the frequency with which consumers replace their automobiles.
Consequently, the Company's estimates may be incorrect and subject to change.
There can be no assurance that the actual rate of future credit losses or
prepayments on the Company's sold Contracts will not exceed the Company's
estimations or historical experience. The Company continually assesses its
methodology and previous estimates as additional information becomes available.
The carrying value of the Company's excess servicing receivable may be adjusted
periodically to reflect differences between previous estimates and actual credit
losses and prepayment rates at each balance sheet date using the same discount
factor used in the original determination of the receivable. If actual credit
losses or prepayments on sold Contracts were to exceed the previous estimates
used in calculating the related gain on sale and excess servicing receivable,
the Company would experience a loss and a corresponding write-down of the
carrying value of the Company's excess servicing receivable. While the Company
does not expect future changes in its methodology or future levels of actual
credit losses and prepayments to have a significantly adverse effect on the
carrying value of the excess servicing receivable, there can be no assurance
that such effect will not occur. Periodic comparison of actual experience to
previous estimates may, however, result in adjustments to the valuation of the
excess servicing receivable.

     Due to the recognition of earnings from the gain on sale of its Contracts
resulting from the sale of its Contracts, the Company's reported earnings during
a particular period will be impacted by the amount and timing of additional
sales which the Company may consummate in such future periods. Variations to
quarterly earnings will result in relation to the amount and timing of the
completion of such Contract sale transactions and to the extent that the Company
cannot change the minimum interest rate that it will accept on Contracts (the
"Buy Rate") on Contract originations as quickly as market interest rates change.

     For income tax purposes, the Company treats its leases, other than those
financed by three of the Lenders, as operating leases which, through
depreciation deductions, generate tax benefits for the Company by giving rise to
net operating losses ("NOL"). These tax benefits have historically allowed the
Company to defer the cash payment of a significant portion of its income tax
liability. The leases which are financed by the remaining three Lenders are
financed on a tax transfer basis and, therefore, the entire lease premium is
recognized immediately upon financing. Other than with respect to the treatment
of the leases for income tax purposes, the Company's financial arrangements with
such three Lenders are similar in substance to those financed with the other
Lenders. For financial reporting purposes, no material distinction is drawn
between the arrangements with such three Lenders and the Company's other
Lenders.

     As a result of operating losses caused primarily by the tax treatment of
its leases, the Company had $123.4 million in NOL


                                       19

<PAGE>

carryforwards for tax reporting purposes at June 30, 1996. Under Section 382 of
the Internal Revenue Code of 1986, as amended (the "Code"), the taxable income
of the Company available for offset by NOL carryforwards and certain built-in
tax losses will be subject to an annual limitation (the "382 Limitation") if an
"ownership change" occurs. An ownership change would occur if the total
percentage of stock of the Company owned by one or more "5-percent shareholders"
(taking into account certain aggregation and segregation rules) increases by
more than 50 percentage points during any three year period. If such an
ownership change were to occur, the 382 Limitation would equal the value of the
Company immediately before the ownership change, subject to certain adjustments,
multiplied by the long term tax-exempt rate (as defined in Section 382), which
for September 1996 was 5.80%. To the extent the 382 Limitation exceeded the
federal taxable income of the Company for a given year, the 382 Limitation for
the subsequent year would be increased by such excess. The Company's NOL
carryforwards, except to the extent of certain built-in tax gains, would be
disallowed entirely if the Company failed to satisfy the continuity of business
enterprise requirement for the two year period following such an ownership
change. Under the continuity of business enterprise requirement, the Company
must either continue its historical business or use a significant portion of its
pre-ownership change assets in a business.

     Once financed or sold, the Company's leases and Contracts, respectively,
are not affected by future interest rate fluctuations. For leases, both the
implicit rate in each lease and the Company's cost of funds (i.e., the interest
rate on the note payable financing such lease) are fixed for the duration of the
lease term. For Contracts, both the interest rate reflected in any Contract (the
"Contract Rate") and the pass-through rate, which is determined at the time of
the sale, are fixed for the duration of the contract period.

     For leases and Contracts, the Company is exposed to interest rate risk
during the holding period between the time that a lease or Contract is
originated and the time that it is financed or sold. The Company typically holds
leases prior to financing for less than a month. Any changes in the Company's
borrowing rates affect only new leases submitted for financing after the date of
change. In the case of Contracts, holding periods are generally for three months
and can be for up to six months (and longer in some cases). If market interest
rates were to increase in a period in which the Company was holding an inventory
of Contracts prior to their sale, the Company would recognize a reduction in the
amount of gain subsequently realized on the sale of such Contracts. From time to
time, the Company utilizes the short sale of Treasury notes which is intended to
decrease the impact of changes in market rates on the gains realized from the
sale of its Contracts. Such strategies will not consistently or completely
offset the effects of adverse interest rate movements during periods when the
Company holds Contracts prior to their sale. Except to the extent of recognizing
any unrealized gain or loss on open Treasury positions as of the


                                       20

<PAGE>

end of each fiscal quarter, the Company will recognize any additional gain or
loss on such position at the time the related Contracts are sold and such
position is closed. Such gain or loss is included within the gain on sale on
such Contracts. In the event that the Company utilizes different financing
structures for its leases and Contracts in the future, the Company may hold such
leases and Contracts for a longer period prior to finance or sale.

Results of Operations

     The following table sets forth information with respect to the Company's
sources of revenue for the three months ended September 30, 1996 and 1995.

                                               Three Months Ended September 30,
                                               --------------------------------
                                                    1996              1995
                                                    ----              ----
                                                    (dollars in thousands)
Rental income ............................   $75,096    88.2%   $63,255    89.8%
Gain on sale of retail installment
   contracts .............................     2,600     3.1      2,030     2.9
Interest and other income ................     2,825     3.3      1,496     2.1
Gain on vehicle dispositions and
   lease terminations ....................     1,534     1.8      1,518     2.2
Servicing income .........................     3,055     3.6      2,133     3.0
                                             -------   -----    -------   -----
Total revenues ...........................   $85,110   100.0%   $70,432   100.0%
                                             =======   =====    =======   =====

     Three months ended September 30, 1996 compared to three months ended
September 30, 1995

     Revenues for the fiscal year ended September 30, 1996 increased to $85.1
million from $70.4 million for the three months ended September 30, 1995
representing an increase of 20.8%.

     Rental income for the three months ended September 30, 1996 increased to
$75.1 million from $63.3 million for the same three month period in the prior
fiscal year, representing an increase of 18.7%. The increase in rental income
was attributable to the increase in the Company's aggregate lease portfolio. At
September 30, 1996, the Company's lease portfolio had increased to $1.4


                                       21

<PAGE>

billion (91,902 leases) from $1.2 billion (72,969 leases) at September 30, 1995,
representing an increase of 23.0%. For the three months ended September 30,
1996, the Company originated $187.2 million of leases (10,967 leases), an
increase of 15.3% over the $162.3 million of leases (9,003 leases) originated in
the same period in the prior fiscal year.

     Gain on sale of retail installment contracts for the three months ended
September 30, 1996 increased to $2.6 million from $2.0 million for the three
months ended September 30, 1995, representing an increase of 28.1%. This
increase is attributable to the increase to $86.4 million in the dollar amount
of Contracts sold in the three months ended September 30, 1996 from $37.6
million in Contracts sold in the three months ended September 30, 1995. Gain on
sale of retail installment contracts may vary from quarter to quarter due to the
timing and dollar amount of such sales and due to changes in the spread between
the Buy Rate on the sold Contracts and the pass through rate associated with
such sales.

     Interest and other income for the three months ended September 30, 1996
increased to $2.8 million from $1.5 million for the three months ended September
30, 1995, representing an increase of 88.9%. The increase in interest and other
income was primarily attributable to the increase in interest income on
Contracts held for sale to $1.3 million for the three months ended September 30,
1996 from $608,000 for the same period of the prior fiscal year. The increase in
interest and other income was also attributable to the increase in interest
income on short term investments to $654,000 from $386,000 as a result of the
Company's increased balances of cash and cash equivalents. If the Company
continues to increase its originations of Contracts in the future, interest and
other income could continue to grow due to increases in interest income on
Contracts held for sale. The foregoing statement is forward-looking and actual
results may be materially different as a result of many factors, including,
without limitation, decreases in interest rates (due to market conditions,
competitive pressures or otherwise) or lack of growth in Contract originations
(due to general economic conditions, market changes or increased competition).

     Gain on vehicle dispositions and lease terminations for the three months
ended September 30, 1996 and 1995 was $1.5 million. The total number of vehicles
remarketed (which includes off-lease, purchased and repossessed vehicles)
increased to 4,102 for the three months ended September 30, 1996 from 3,857 for
the three months ended September 30, 1995, and direct vehicle repair and
marketing costs associated with such sales increased to $1.5 million from $1.3
million, and are included in selling, general and administrative expenses.

     Servicing income for the three months ended September 30, 1996 increased to
$3.1 million from $2.1 million for the three months ended September 30, 1995,
representing an increase of 43.2%. This increase was attributable to the
increase in the number of leases


                                       22

<PAGE>

and Contracts serviced by the Company.

     Total expenses for the three months ended September 30, 1996 increased to
$75.8 million from $63.8 million for the same period of the prior fiscal year,
representing an increase of 18.7%.

     Substantially all of the Company's depreciation and amortization expense is
derived from the depreciation and amortization of the Company's vehicles under
operating leases and capitalized initial direct costs, respectively.
Depreciation and amortization expense directly associated with the Company's
leased vehicles, for the three months ended September 30, 1996, increased to
$35.4 million from $31.4 million for the same three month period in the prior
fiscal year, representing an increase of 12.5%. The increase in depreciation and
amortization expense was principally attributable to the increase in the
Company's aggregate lease portfolio from September 30, 1995 to September 30,
1996.

     Substantially all of the Company's interest expense is the cost of the
borrowings attributable to the aggregate lease portfolio. Interest expense
directly associated with the Company's lease borrowings, for the three months
ended September 30, 1996, increased to $26.9 million from $21.8 million for the
three months ended September 30, 1995, representing an increase of 23.2%. The
increase in such interest expense was primarily due to the increased borrowings
attributable to the Company's aggregate lease portfolio. At September 30, 1996,
such aggregate non-recourse borrowings had increased to $1.5 billion from $1.2
billion at September 30, 1995, representing an increase of 22.2%.

     Selling, general and administrative expenses for the three months ended
September 30, 1996 increased to $12.8 million from $10.1 million for the same
three month period of the prior fiscal year, representing an increase of 26.9%.
This increase was primarily due to the increased costs associated with the
increased lease and Contract originations for the three months ended September
30, 1996 over the same three month period of the prior fiscal year and from
servicing such lease and Contract portfolios.

     As a result of the above factors, net income for the three months ended
September 30, 1996 increased to $5.7 million from $4.0 million for the three
months ended September 30, 1995, representing an increase of 41.2%.

Liquidity and Capital Resources

     The following table sets forth the major components of the increase in cash
and cash equivalents:


                                       23

<PAGE>

                                                Three Months Ended September 30,
                                                --------------------------------
                                                  1996                   1995
                                                  ----                   ----
                                                         (in thousands)
Net cash provided by operating activities .     $  32,243             $  33,938
Net cash used in investing activities .....      (128,122)             (120,260)
Net cash provided by financing activities .        88,311                91,221
                                                ---------             ---------
  Net increase (decrease) in cash and cash
        equivalents .......................     $  (7,568)            $   4,899
                                                =========             =========

     The Company's net cash provided by operating activities in the periods
indicated above has been significantly greater than its net income. Included in
the net cash provided by operating activities is net income plus non-cash
adjustments aggregating $26.5 million and $29.9 million for the three months
ended September 30, 1996 and 1995 respectively. Depreciation expense was the
major component of such non-cash adjustments in each period.

     The Company's most significant uses of cash include the purchase of
vehicles subject to operating leases and the principal payments on "notes
payable - non-recourse." The cash used to purchase vehicles is generated by the
Company's financing such leases on a non-recourse basis with various Lenders. At
September 30, 1996, the Company's non-recourse borrowings associated with its
vehicles under operating leases aggregated $1.5 billion. The Company has no
binding commitments from any Lender to fund future leases nor has the Company
committed to provide lease receivables to any Lender.

     Furthermore, the Company's ability to finance substantially all of its
leases at a premium to the respective vehicle costs provides a substantial
source of cash. The following table sets forth information regarding the net
excess cash derived from financing its lease originations during each period
indicated.


                                       24

<PAGE>

                                                Three Months Ended September 30,
                                                --------------------------------
                                                  1996                   1995
                                                  ----                   ----
                                                        (in thousands)
Proceeds from notes payable and obligations
  under capital leases - non-recourse ........  $194,078               $173,948
Purchases of vehicles under operating                           
  leases(1) ..................................   179,429                159,991
                                                --------               --------
Total net cash proceeds ......................  $ 14,649               $ 13,957
                                                ========               ========
                                                                
----------
(1)  Excludes those leases which have been partially or not funded by a Lender
     representing purchases of vehicles under operating leases of $7.8 million
     and $2.3 million for the three months ended September 30, 1996 and 1995,
     respectively.

     The cash used for principal payments on notes payable - non-recourse is
principally generated from the pass-through of monthly lease payments which are
pledged as collateral to the notes and from the proceeds realized from the
disposal of vehicles. The Company is obligated to dispose of those vehicles
which reach scheduled lease termination and to pay their associated Residuals to
the appropriate Lenders. The Company expects to realize proceeds from the
remarketing of such corresponding vehicles in an amount sufficient to pay such
Residuals; however, this is a forward-looking statement and there can be no
assurances that the Company will be able to do so due to, among other factors,
general economic and market conditions.

     During the three months ended September 30, 1996, the Company also used
cash to (i) purchase Contracts, including the payment of Dealer Commissions,
(ii) provide credit enhancement with respect to the sale of Contracts and (iii)
finance its inventory of off-lease automobiles.

     In order to facilitate the purchase of Contracts, the Company has sold
substantially all of its Contracts in securitization transactions or on a
private whole-loan basis. During the three months ended September 30, 1996 the
Company purchased and sold an aggregate amount of $89.6 million and $86.4
million, respectively, of Contracts. The difference between the amount
originated and sold during such period is primarily due to the timing of
Contract sale transactions. The Company has never had any difficulty in selling
its Contracts on terms favorable to the Company, although there can be no
assurance that it will be able to continue to do so.

     The Company expects to continue to sell, on a securitized basis,
substantially all of the Contracts it originates. The foregoing statement is a
forward-looking statement, and there can be no assurance that any such
transactions will be consummated. Whether or not any such transactions are
consummated in the future, and the timing and terms thereof, is dependent upon
numerous factors, including the new and used automobile sale market, the


                                       25

<PAGE>

general interest rate environment, market competition, the performance of the
Company's sold Contracts, the condition of the asset-backed securitization
markets and the Company's ability to warehouse any Contracts originated by it.

     The Company requires a substantial amount of cash to purchase Contracts and
to hold them prior to sale. Historically, the Company has funded such activity
with available cash and with short term warehousing facilities. As Contract
originations continue to grow, the Company expects that it will need to obtain
interim warehouse funding. No assurance can be made that such financing will be
obtainable on favorable terms, if at all.

     The Company also utilizes cash both to fund Dealer Commissions in
connection with the origination of Contracts and to fund credit enhancement
associated with the sale of such Contracts either in the form of retained
subordinated investments and/or cash spread accounts. For the three months ended
September 30, 1996, Dealer Commissions associated with the Company's Contract
originations were $3.7 million. With respect to Contracts sold in the three
months ended September 30, 1996, initial deposits to cash spread accounts in
such Contracts sold totalled $864,000. The Company's indirect automobile lending
operations generate cash flow from collections on retained subordinated
investments and withdrawals from cash spread accounts (i.e., excess servicing
cash flow). Such cash flow is available to fund Dealer Commissions, retained
subordinated investments and cash spread accounts. For the three months ended
September 30, 1996, servicing cash flow and collections on retained subordinated
investments received by the Company from previously sold Contracts were, in the
aggregate, $1.8 million. Excess servicing cash flow and collections on retained
subordinated investments to be realized by the Company in the future from
Contracts previously sold are expected to enable the Company to recover the
excess servicing receivable, retained subordinated investments and cash spread
accounts associated with such sold Contracts. As Contract originations continue
to grow, the Company expects to fund Dealer Commissions and credit enhancement
from available cash, excess servicing cash flow and collections on retained
subordinated investments from Contracts previously sold. Although the Company
believes it will be able to obtain financing and achieve liquidity (including
through any required warehousing arrangements) adequate to support its current
and future indirect automobile lending operations, this is a forward-looking
statement and there can be no assurance that it will be able to do so.

     The Company has utilized the short sale of Treasury notes in an attempt to
reduce its exposure to interest rate risk during the period that the Company
holds Contracts prior to their sale. By entering into such transactions, the
Company attempts to obtain an inverse relationship between the value of the
Contracts held for sale and the value of the shorted Treasury positions entered
into by the Company. There are certain risks created by the cash versus non-cash
relationship of the short sale of Treasury notes and the


                                       26

<PAGE>

related sale of the Contracts in these transactions. This relationship arises
because the Treasury notes are settled with current cash payments while the gain
associated with the sale of the Contracts represents the present value of
estimated future excess servicing cash flows. In the event that losses result
from these transactions, the Company's liquidity would be adversely impacted.

     The Company's vehicle inventory at September 30, 1996 was $18.7 million as
compared to $12.0 million at September 30, 1995. Because the Company expects to
increase the number of vehicles sold in each of the next several years due to an
increasing number of vehicles reaching scheduled lease termination, vehicle
inventories are expected to increase. The Company expects to finance its vehicle
inventory with its revolving credit facilities and available cash; however, this
is a forward-looking statement and there can be no assurance that it will be
able to do so.

     The Company maintains a $10.0 million line of credit facility at the prime
rate of interest to finance its automobile inventory held for sale. At September
30, 1996, the Company had an aggregate availability under the facility of $10.0
million. The Company also maintains an additional $3.0 million revolving credit
facility at an interest rate of prime plus 1.0% to finance automobile inventory.
At September 30, 1996, the Company had an aggregate availability under the
facility of $3.0 million.

     The Company incurred capital expenditures of $2.5 million in the three
months ended September 30, 1996. The Company is continuing to review and upgrade
its current computer data processing and servicing systems and expects to
continue to invest capital to obtain new hardware and software for such systems.
The Company also expects to make certain additional capital improvements to its
new reconditioning and remarketing facility during the current fiscal year and
beyond. The Company has no other material commitments for capital expenditures.
The foregoing statements are forward-looking statements, and there can be no
assurance that such statements will prove to be true or accurate due, in part,
to the Company's need to remain flexible in its capital expenditures in order to
address needs as they arise.

     The Company believes, based on its historical cash requirements and
anticipated uses of cash, that the cash derived from its operating and financing
activities will be sufficient to meet its cash requirements and implement its
business plan through the end of fiscal 1997.

Part II - OTHER INFORMATION

Item 1.  Legal Proceedings -  Not Applicable.

Item 2.  Changes in Securities - Not Applicable.


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<PAGE>

Item 3.  Defaults Upon Senior Securities - Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders -
     Not Applicable.

Item 5.  Other Information - Not Applicable.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

     Please see Index of Exhibits following the signature page of this Report.

     (b) Reports on Form 8-K

     The Company was not required to file a current report on Form 8-K during
the quarter ended September 30, 1996 and none were filed during that period.


                           [Intentionally left blank]


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<PAGE>

                                   SIGNATURES

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


                                       OXFORD RESOURCES CORP.
                                       (Registrant)

Date: November 8, 1996                 By  /s/ Christopher S. Pascucci
                                           ----------------------------------
                                           Christopher S. Pascucci
                                           Executive Vice President &
                                           Chief Financial Officer


                                       Signing on behalf of the registrant
                                       and as principal financial officer


                                       29

<PAGE>

                                INDEX OF EXHIBITS

Exhibit Number                   Description
--------------                   -----------

    10.01             Sale and Servicing Agreement dated
                      as of September 13, 1996 between
                      Centrex Auto Trust 1996-A, as
                      Issuer, Centrex Capital Corp., as
                      Sponsor, Centrex Capital Automobile
                      Assets (Number Three), Inc., as
                      Seller and Oxford Resources Corp.,
                      as Servicer.

    10.02             Indenture dated as of September 13,
                      1996 between Centrex Auto Trust 1996-A
                      and the Bank of New York, as Trustee.

    11                Statement of Computation of Net
                      Income Per Common Share

    27                Financial Data Schedule


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