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 December 31, 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                                      February 3, 1997
       -----                                      ----------------

Class A Common Stock                               7,864,750
Class B Common Stock                               7,102,774

<PAGE>

                                TABLE OF CONTENTS

Part I     Financial Information                                       Page #
                                                                       ------
  Item 1.  Financial Statements

           Consolidated Balance Sheets - As of
           December 31, 1996 and June 30, 1996.......................... 3

           Consolidated Statements of Income -
           Six and three month periods ended
           December 31, 1996 and December 31, 1995...................... 4

           Consolidated Statement of Shareholders'
           Equity - Six month period ended
           December 31, 1996 ........................................... 5

           Consolidated Statements of Cash Flows -
           Six month periods ended
           December 31, 1996 and December 31, 1995...................... 6

           Notes to Consolidated Financial Statements................... 8

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

Part II    Other Information

  Item 1.  Legal Proceedings...........................................  32

  Item 2.  Changes in Securities.......................................  32

  Item 3.  Defaults Upon Senior Securities.............................  32

  Item 4.  Submission of Matters to
           a Vote of Security Holders .................................  32

  Item 5.  Other Information...........................................  33

  Item 6.  Exhibits and Reports on Form 8-K............................  33

  Signatures ..........................................................  34

  Index of Exhibits ...................................................  35

  Exhibits


                                        2

<PAGE>

Part I - Financial Information
         Item 1 - Financial Statements

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                                     Consolidated Balance Sheets
================================================================================
<TABLE>
<CAPTION>
                                                               December 31,        June 30,
                                                                  1996               1996
                                                               (Unaudited)
----------------------------------------------------------------------------------------------
<S>                                                          <C>               <C>            
Assets

Cash and cash equivalents                                    $    52,847,650   $    66,298,981
Available for sale securities                                      2,075,289         7,684,401
Net investment in automobile receivables                          68,829,040        60,708,681
Inventories and other assets                                      47,693,240        26,007,423
Vehicles under operating leases - net                          1,512,445,387     1,337,514,432
Property and equipment, less accumulated depreciation             16,301,869        10,702,456
Restricted funds on deposit with banks
  (net of $34,165,467 and $33,529,951 of security deposits)       11,465,657         8,922,036
Receivables from related parties                                   2,796,254         2,824,147
                                                             ---------------   ---------------
                                                             $ 1,714,454,386   $ 1,520,662,557
                                                             ===============   ===============
Liabilities and Shareholders' Equity
Liabilities:
  Accrued expenses and other liabilities                     $    14,245,084   $    16,150,730
  Deferred income taxes                                           32,994,000        25,650,000
  Notes payable and obligations under capital leases -
    non-recourse                                               1,563,772,305     1,387,398,523
                                                             ---------------   ---------------
     Total liabilities                                         1,611,011,389     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 7,845,285 and 7,115,662                                  78,453            71,157
    Class B, $.01 par value - shares authorized 8,000,000;
      issued 7,102,774 and 7,724,000                                  71,028            77,240
  Additional paid-in capital                                      64,062,510        61,258,667
  Retained earnings                                               39,736,540        28,172,662
  Unrealized gain(loss) on available for sale securities            (505,534)        1,883,578
                                                             ---------------   ---------------
     Total shareholders' equity                                  103,442,997        91,463,304
                                                             ---------------   ---------------
                                                             $ 1,714,454,386   $ 1,520,662,557
                                                             ===============   ===============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        3

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                               Consolidated Statements of Income
                                                                     (Unaudited)
================================================================================
<TABLE>
<CAPTION>
                                            Six Months Ended          Three Months Ended
                                              December 31,               December 31,
                                           1996          1995          1996          1995
---------------------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>           <C>         
Revenues:
  Rental income                        $153,039,840  $129,108,335  $ 77,943,799  $ 65,853,457
  Gain on sale of retail
    installment contracts                 5,565,841     4,457,606     2,965,557     2,427,895
  Interest and other income               5,238,371     3,654,745     2,413,022     2,158,796
  Gain on vehicle dispositions
    and lease terminations                3,795,798     2,989,809     2,261,442     1,471,272
  Servicing income                        6,448,800     4,117,992     3,394,429     1,985,266
                                       ------------  ------------  ------------  ------------
    Total revenues                      174,088,650   144,328,487    88,978,249    73,896,686
                                       ------------  ------------  ------------  ------------

Expenses:
  Selling, general and administrative    27,341,844    20,697,027    14,565,998    10,628,995
  Depreciation and amortization          72,876,331    64,618,258    36,823,609    32,680,169
  Interest                               54,912,597    44,955,196    27,974,487    23,144,853
                                       ------------  ------------  ------------  ------------
    Total expenses                      155,130,772   130,270,481    79,364,094    66,454,017
                                       ------------  ------------  ------------  ------------

Income before taxes on income            18,957,878    14,058,006     9,614,155     7,442,669
Taxes on income                           7,394,000     5,483,000     3,750,000     2,903,000
                                       ------------  ------------  ------------  ------------
Net income                             $ 11,563,878  $  8,575,006  $  5,864,155  $  4,539,669
                                       ============  ============  ============  ============

Per share data:
  Net income                           $       0.77  $       0.61  $       0.39  $       0.31
                                       ============  ============  ============  ============

Weighted average number of common
  and common equivalent shares
  outstanding                            15,088,215    14,113,004    15,141,805    14,742,032
                                       ============  ============  ============  ============
</TABLE>

          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
                            ------------------  ------------------                             Gain(Loss)
                                                                     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
                                                                                               
Issuance of common stock                                                                       
  for EVRI acquisition        107,897    1,079       --        --      2,798,848         --           --        2,799,927
                                                                                               
Exercise of stock options         500        5       --        --          4,995         --           --            5,000
                                                                                               
Conversion of common stock    621,226    6,212   (621,226)   (6,212)          --         --           --               --
                                                                                               
Unrealized gain(loss) on                                                                       
  available for sale 
  securities                     --       --         --        --           --           --     (2,389,112)    (2,389,112)
                                                                                               
Net income                       --       --         --        --           --     11,563,878         --       11,563,878
                            ---------------------------------------------------------------------------------------------
                                                                                               
Balance, December 31, 1996  7,845,285  $78,453  7,102,774  $ 71,028  $64,062,510  $39,736,540  $  (505,534)  $103,442,997
                            =============================================================================================

</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                           Consolidated Statements of Cash Flows
                                                                     (Unaudited)
================================================================================

<TABLE>
<CAPTION>
Six Months Ended December 31,                                       1996            1995
--------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>          
Cash flows from operating activities:
  Net income                                                   $  11,563,878   $   8,575,006
                                                               -------------   -------------

  Adjustments to reconcile net income to net cash provided by
   operating activities:
   Depreciation and amortization on vehicles under
     operating leases                                             71,457,473      63,600,745
   Depreciation and amortization on property and equipment         1,418,858       1,017,513
   Provision for possible losses                                   2,689,456       3,359,171
   Accrued interest on retail installment contracts sold            (728,586)       (782,426)
   Deferred income taxes                                           7,344,000       5,432,915
   Gain on vehicle dispositions and lease terminations            (2,261,442)     (2,989,809)
   Gain on sale of retail installment contracts                   (5,565,841)     (4,457,606)

   Decrease (increase) in assets:
     Purchase of treasury notes                                 (172,883,556)    (86,015,208)
     Sale of treasury notes                                      172,158,685      85,644,956
     Lease termination fees receivable                            (4,312,081)     (2,512,151)
     Inventories and other assets                                (21,650,408)       (913,573)
     Retail installment contracts:
       Purchases                                                (184,902,284)   (106,127,686)
       Sales                                                     178,412,544      89,610,129
       Commissions and expenses paid                              (8,895,979)     (4,344,261)
       Principal collections on contracts held for sale            8,136,340       3,352,586
       Collections on retained subordinated investment in
         contracts sold                                            5,004,218       1,538,342
       Deposits to spread account                                 (1,209,144)     (2,365,921)
       Withdrawls from spread account                                722,059       1,188,367

   Decrease in liabilities:
        Accrued expenses and other liabilities                    (1,832,651)      1,757,394
                                                               -------------   -------------
   Total adjustments                                              43,101,661      45,993,477
                                                               -------------   -------------
   Net cash provided by operating activities                      54,665,539      54,568,483
                                                               -------------   -------------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        6

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                           Consolidated Statements of Cash Flows
                                                                     (Unaudited)
================================================================================

<TABLE>
<CAPTION>
Six Months Ended December 31,                                     1996            1995
------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>          
Cash flows from investing activities:
  Sale of available for sale securities                          3,220,000            --
  Purchase of vehicles under operating leases                 (363,303,433)   (296,036,128)
  Proceeds from dispositions of vehicles
    under operating leases                                     121,834,768      83,631,705
  Retained subordinated investments in
    retail installment contracts sold                                 --        (2,688,404)
  Capital expenditures                                          (4,218,344)     (3,811,858)
  Repayment of receivables from related parties                     27,893         101,679
                                                             -------------   -------------
    Net cash used in investing activities                     (242,439,116)   (218,803,006)
                                                             -------------   -------------

Cash flows from financing activities:
  Proceeds from notes payable and obligations under
    capital leases - non-recourse                              384,991,905     320,423,657
  Principal payments on notes payable and obligations under
    capital leases - non-recourse                             (208,618,123)   (155,630,997)
  Increase in restricted funds on deposit with banks            (2,056,536)       (398,768)
  Proceeds from exercise of stock options                            5,000      36,528,712
                                                             -------------   -------------
    Net cash provided by financing activities                  174,322,246     200,922,604
                                                             -------------   -------------

Net increase (decrease) in cash and cash equivalents           (13,451,331)     36,688,081

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

Cash and cash equivalents, end of period                     $  52,847,650   $  73,588,086
                                                             =============   =============
</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 of Oxford Resources Corp. ("Oxford") and its subsidiaries (the
     "Company") 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.

3)   Net investment in automobile receivables

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

                                                    December 31,     June 30,   
                                                        1996           1996     
                                                    ------------   ------------ 
                                                                                
     Retail installment contracts held 
       for sale                                     $ 18,756,385   $ 20,672,495 
     Retained subordinated investments in 
       contracts sold                                 10,737,500     12,379,298 
                                                    ------------   ------------ 
                                                      29,493,885     33,051,793 
     Allowance for possible losses (1)                (1,621,645)    (1,368,839)
                                                    ------------   ------------ 
                                                      27,872,240     31,682,954 
     Excess servicing receivable (2)                  40,956,800     29,025,727 
                                                    ------------   ------------ 
         Net investment in automobile 
           receivables                              $ 68,829,040   $ 60,708,681 
                                                    ============   ============ 
     
----------
(1)  Allowance for possible losses are provided for retail installment contracts
     held for sale of $844,037 and $760,062 and for retained subordinated
     investments in contracts sold of $777,608 and $608,777 at December 31, 1996
     and June 30, 1996, respectively.
(2)  Excess servicing receivable is net of an allowance for possible losses of
     $8,587,990 and $6,232,376 at December 31, 1996 and June 30, 1996,
     respectively.


                                        8

<PAGE>

                                                          Oxford Resources Corp.
                                                                and Subsidiaries

                                      Notes to Consolidated Financial Statements
================================================================================

4)   Shareholders' Equity

     On November 22, 1996, the Company acquired 80% of the outstanding common
     stock of Electronic Vehicle Remarketing, Inc. ("EVRI"), a provider of used
     car sales, financing and auction technology over the Internet. EVRI was
     purchased for $2,800,000 through the issuance of 107,897 shares of the
     Company's Class A Common Stock. The acquisition has been accounted for as a
     purchase. Accordingly, the excess purchase price over the estimated fair
     value of the net tangible assets acquired has been allocated to goodwill.
     Goodwill is amortized over seven years. As part of the purchase, the
     Company has a contingent liability for the issuance of up to an additional
     $2,800,000 of Class A Common Stock if certain pre-defined performance
     milestones are achieved within five years of the date of acquisition. At
     December 31, 1996, the minority interest was immaterial.

5)   Subsequent Event

     On January 14, 1997, the Company entered into a definitive Agreement and
     Plan of Merger by and among Barnett Banks, Inc. ("Barnett"), Oxford and a
     newly formed wholly-owned subsidiary of Barnett ("Merger Sub") pursuant to
     which Merger Sub will be merged into Oxford and Oxford will become a
     wholly-owned subsidiary of Barnett (the "Merger"). Based on the price of
     Barnett shares at the close of business on January 13, 1997, the
     transaction will be valued at approximately $570.0 million. The Company's
     shareholders will obtain, subject to certain limitations and exceptions,
     the right to receive .9085 shares of Barnett common stock for each share of
     each class of the Company's common stock.


                                        9

<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 other filings with the Securities and Exchange
Commission made by the Company (as hereinafter defined) from time to time. The
discussion of the Company's business and results of operations, including
forward-looking statements pertaining to such matters, does not take into
account the effects of any changes to the Company's business and results of
operation, including without limitation, the Company's securitization program
relating to its retail installment contract originations and the generation and
utilization of net operating loss carryforwards, primarily resulting from the
Company's lease obligations, which may result from the consummation of the
transactions contemplated by that certain Agreement and Plan of Merger dated
January 14, 1997 by and among Barnett Banks, Inc. ("Barnett"), Oxford Resources
Corp. ("Oxford") and a newly formed wholly-owned subsidiary of Barnett ("Merger
Sub") pursuant to which Merger Sub will be merged into Oxford and Oxford will
become a wholly-owned subsidiary of Barnett (the "Merger").

General

     Oxford is a specialized automobile finance company engaged 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 21 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 19
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 Consolidated 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


                                       10
<PAGE>

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 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 consolidated 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 December 31,
                                          -----------------------------------
                                              1996                    1995
                                              ----                    ----
                                                    (in thousands)
Notes payable and capital lease
  obligations - non-recourse........      $ 1,563,772             $ 1,280,775
Receivables from Lenders and other (1)         16,826                  13,322
Net book value of vehicles under
  operating leases..................       (1,499,499)             (1,217,787)
                                          -----------             -----------
Unearned premium.....................     $    81,099             $    76,310
                                          ===========             ===========
----------
(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


                                       11
<PAGE>

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 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:

                                   Six Months Ended       Three Months Ended
                                     December 31,            December 31,
                                   ----------------       ------------------
                                    1996       1995        1996        1995
                                    ----       ----        ----        ----
                                                    (in thousands)
Gain on extinguishment of                                          
  non-recourse obligations         $1,331      $ 830      $ 810        $ 361
Credit losses on lessee defaults                                   
  and physical losses.......        1,132        603        703          287
                                   ------      -----       ----        -----
Net gain....................       $  199      $ 227      $ 107        $  74
                                   ======      =====      =====        =====


                                       12
<PAGE>

     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 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 transfer of risk. 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:

                                               Six Months Ended December 31,
                                               -----------------------------
                                               1996                   1995
                                               ----                   ----
                                                        (in months)
Weighted average original lease term........   34.4                   35.0

     The following table sets forth for the Company's lease


                                       13
<PAGE>

portfolio, the lease delinquencies at December 31, 1996 and 1995 and credit
losses for the twelve months ended December 31, 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 by the Company
in the future, will be similar to or consistent with that set forth herein.

                                                     At December 31,
                                           -----------------------------------
                                            1996                         1995
                                            ----                         ----
Lease delinquencies (1)..............       .99%                         .73%

                                             Twelve Months Ended December 31,
                                           -----------------------------------
                                            1996                         1995
                                            ----                         ----
Lease credit losses (2)..............       .16%                         .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.

     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.


                                       14
<PAGE>

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.

                                              Three Months Ended December 31,
                                          --------------------------------------
                                                1996                 1995
                                                ----                 ----
                                          Number   Percent     Number    Percent
                                          ------   -------     ------    -------
Remarketing method
  Vehicles sold or re-leased to 
   lessees or third parties referred 
   by lessees..........................   2,257      58.5%     1,559       58.7%
  Consignment/Retail (1)...............     415      10.8        220        8.3
  Wholesale............................   1,186      30.7        876       33.0
                                          -----     -----      -----      -----
  Total................................   3,858     100.0%     2,655      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.


                                              Six Months Ended December 31,
                                          --------------------------------------
                                                1996                 1995
                                                ----                 ----
                                          Number   Percent     Number    Percent
                                          ------   -------     ------    -------
Remarketing method
  Vehicles sold or re-leased to lessees 
   or third parties referred by 
   lessees.............................   4,763      58.4%     3,354       53.8%
  Consignment/Retail (1)...............     761       9.3        507        8.2
  Wholesale............................   2,638      32.3      2,369       38.0
                                          -----     -----      -----      -----
  Total................................   8,162     100.0%     6,230      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.


                                       15
<PAGE>

     The Company engages in indirect automobile lending by purchasing Contracts
from automobile dealers in 19 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.

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

                                         Six Months Ended December 31,
                                ------------------------------------------------
                                         1996                     1995
                                         ----                     ----
                                Net Dollar                Net Dollar
                                Amount(1)     Number      Amount(1)      Number
                                ---------     ------      ---------      ------
                                             (dollars in thousands)
Balance serviced,
  beginning of period.......    $305,376       24,766     $113,490       11,809

  Originations..............     184,902       11,459      106,127        6,952
  Runoff....................     (65,019)      (3,390)     (28,532)      (1,701)
                                --------     --------     --------       ------
Balance serviced,
  end of period.............    $425,259       32,835     $191,085       17,060
                                ========     ========     ========       ======

Balance held for sale,
  end of period(2)..........    $ 18,756        1,211     $ 20,089        1,354

 Retail installment contracts
   sold in period:
   Amount...................    $178,413       11,188     $ 89,610        6,010

   Weighted average
     coupon (3).............        13.3%                     14.0%

   Gain on sale as a percentage  
     of dollar amount of  retail
     installment contracts sold      3.1%                      5.0%

----------
(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.


                                       16
<PAGE>

                                        Three Months Ended December 31,
                                 ----------------------------------------------
                                          1996                     1995
                                          ----                     ----
                                 Net Dollar               Net Dollar
                                  Amount(1)     Number     Amount(1)     Number
                                  ---------     ------     ---------     ------
                                              (dollars in thousands)
Balance serviced,
  beginning of period.......      $363,594      28,728     $141,891      13,825
  Originations..............        95,293       5,788       64,887       4,133
  Runoff....................       (33,628)     (1,681)     (15,693)       (898)
                                  --------      ------      --------       -----
Balance serviced,
  end of period.............      $425,259      32,835     $191,085      17,060
                                  ========      ======     ========      ======


Balance held for sale,
  end of period(2)..........      $ 18,756       1,211    $  20,089       1,354
 Retail installment contracts
   sold in period:
    Amount..................      $ 92,005       5,682     $ 52,010       3,376
    Weighted average
      Coupon (3)............          13.2%                    13.9%
    Gain on sale as a percentage      
      of dollar amount of retail
      installment contracts sold       3.2%                     4.7%

----------
(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


                                       17
<PAGE>

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

                                             At December 31,
                        --------------------------------------------------------
                                 1996                        1995
                                 ----                        ----
                         Balance    Percent(1)       Balance      Percent(1)
                         -------    ----------       -------      ----------
                                      (dollars in thousands) (2)
Retail installment
contracts outstanding   $ 425,259     100.0%        $191,085        100.0%
                        =========     =====         ========        =====

Delinquencies:
   30-59 days..........     4,387        1.03%         1,762         .92%
   60-89 days..........     1,327         .31            384         .20
   90 days or more.....     1,073         .26            334         .18
                          -------        ----       --------        ----
Total delinquencies...    $ 6,787        1.60%      $  2,480        1.30%
                          =======        ====       ========        ====

----------
(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., net of unearned interest).

                                                  Six Months Ended December 31,
                                                 -------------------------------
                                                  1996                1995
                                                  ----                ----
                                                   (dollars in thousands) (1)

Net credit losses............................    $2,295               $ 740
As a percentage of average principal amount
  of contract balances outstanding ..........      1.23%                .97%

----------
(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


                                       18
<PAGE>

whole-loan basis or in securitization 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. The
Company also utilized the owner trust structure for its securitization
transaction in the three month period ended December 31, 1996. 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 Consolidated 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 Consolidated 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.


                                       19
<PAGE>

     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.

     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
Consolidated 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 by considering the actual prepayment
and credit loss experience of the underlying sold Contracts and making an
adjustment to reduce the carrying value of such receivable, 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


                                       20
<PAGE>

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 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 (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


                                       21
<PAGE>

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 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 December 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


                                       22
<PAGE>

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 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 and six months ended December 31, 1996 and
1995.

<TABLE>
<CAPTION>
                                     Six Months Ended                        Three Months Ended
                                       December 31,                              December 31,
                                     ----------------                        ------------------
                                1996                1995                 1996                1995
                         ----------------     ----------------     ----------------    ----------------
                                                      (dollars in thousands)               
                                                                                           
<S>                      <C>       <C>        <C>       <C>        <C>       <C>       <C>       <C>  
Rental income .........  $153,040   87.9%     $129,108   89.5%     $ 77,944   87.6%    $ 65,854   89.1%
Gain on sale of retail      5,566    3.2         4,458    3.1         2,966    3.3        2,428    3.3
 installment contracts                                                                
Interest and other                                                                    
 income ...............     5,238    3.0         3,654    2.5         2,413    2.7        2,159    2.9
Gain on vehicle                                                                       
 dispositions and lease                                                               
 terminations .........     3,796    2.2         2,990    2.1         2,261    2.6        1,471    2.0
Servicing income ......     6,449    3.7         4,118    2.8         3,394    3.8        1,985    2.7
                         --------  -----      --------  -----      --------  -----     --------  ----- 
   Total revenues .....  $174,089  100.0%     $144,328  100.0%     $ 88,978  100.0%    $ 73,897  100.0%
                         ========  ======      =======  ======     ========  =====     ========  ===== 
</TABLE>

     Three months ended December 31, 1996 compared to three months ended
December 31, 1995

     Revenues for the three months ended December 31, 1996 increased to $89.0
million from $73.9 million for the three months ended December 31, 1995
representing an increase of 20.4%.

     Rental income for the three months ended December 31, 1996 increased to
$77.9 million from $65.9 million for the same three month period in the prior


                                       23
<PAGE>

fiscal year, representing an increase of 18.4%. The increase in rental income
was attributable to the increase in the Company's aggregate lease portfolio. At
December 31, 1996, the Company's lease portfolio increased to $1.5 billion
(95,965 leases) from $1.2 billion (77,612 leases) at December 31, 1995,
representing an increase of 23.2%. For the three months ended December 31, 1996,
the Company originated $176.l million of leases (9,148 leases), an increase of
31.7% over the $133.7 million of leases (7,862 leases) originated in the same
period in the prior fiscal year.

     Gain on sale of retail installment contracts for the three months ended
December 31, 1996 increased to $3.0 million from $2.4 million for the three
months ended December 31, 1995, representing an increase of 22.2%. This increase
is attributable to the increase to $92.0 million in the dollar amount of
Contracts sold in the three months ended December 31, 1996 from $52.0 million in
Contracts sold in the three months ended December 31, 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 December 31, 1996
increased to $2.4 million from $2.2 million for the three months ended December
31, 1995, representing an increase of 11.8%. 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 December 31,
1996 from $751,000 for the same period of the prior fiscal year. 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 December 31, 1996 was $2.3 million compared with $1.5 million for the
three month period ended December 31, 1995, representing an increase of 53.7%.
The total number of vehicles remarketed (which includes off-lease, purchased and
repossessed vehicles) increased to 4,157 for the three months ended December 31,
1996 from 2,809 for the three months ended December 31, 1995, and direct vehicle
repair and marketing costs associated with such sales increased to $1.8 million
from $1.0 million, and are included in selling, general and administrative
expenses.


                                       24
<PAGE>

     Servicing income for the three months ended December 31, 1996 increased to
$3.4 million from $2.0 million for the three months ended December 31, 1995,
representing an increase of 71.0%. This increase was attributable to the
increase in the number of leases and Contracts serviced by the Company.

     Total expenses for the three months ended December 31, 1996 increased to
$79.4 million from $66.5 million for the same period of the prior fiscal year,
representing an increase of 19.4%.

     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 December 31, 1996, increased to
$36.1 million from $32.2 million for the same three month period in the prior
fiscal year, representing an increase of 12.2%. The increase in depreciation and
amortization expense was principally attributable to the increase in the
Company's aggregate lease portfolio from December 31, 1995 to December 31, 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 December 31, 1996, increased to $27.8 million from $23.1 million for the
three months ended December 31, 1995, representing an increase of 20.3%. The
increase in such interest expense was primarily due to the increased borrowings
attributable to the Company's aggregate lease portfolio. At December 31, 1996,
such aggregate non-recourse borrowings had increased to $1.6 billion from $1.3
billion at December 31, 1995, representing an increase of 22.1%.

     Selling, general and administrative expenses for the three months ended
December 31, 1996 increased to $14.6 million from $10.6 million for the same
three month period of the prior fiscal year, representing an increase of 37.0%.
This increase was primarily due to the increased costs associated with the
increased lease and Contract originations for the three months ended December
31, 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
December 31, 1996 increased to $5.9 million from $4.5 million for the three
months ended December 31, 1995, representing an increase of 29.2%.


                                       25
<PAGE>

     Six months ended December 31, 1996 compared to six months ended December
31, 1995

     Revenues for the six months ended December 31, 1996 increased to $174.1
million from $144.3 million for the six months ended December 31, 1995
representing an increase of 20.6%.

     Rental income for the six months ended December 31, 1996 increased to
$153.0 million from $129.1 million for the same six month period in the prior
fiscal year, representing an increase of 18.5%. The increase in rental income
was attributable to the increase in the Company's aggregate lease portfolio. For
the six months ended December 31, 1996, the Company originated $363.3 million of
leases (20,115 leases), an increase of 22.7% over the $296.0 million of leases
(16,865 leases) originated in the same period in the prior fiscal year.

     Gain on sale of retail installment contracts for the six months ended
December 31, 1996 increased to $5.6 million from $4.5 million for the six months
ended December 31, 1995, representing an increase of 24.9%. This increase is
attributable to the increase to $178.4 million in the dollar amount of Contracts
sold in the six months ended December 31, 1996 from $89.6 million in Contracts
sold in the six months ended December 31, 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 six months ended December 31, 1996
increased to $5.2 million from $3.7 million for the six months ended December
31, 1995, representing an increase of 43.3%. The increase in interest and other
income was primarily attributable to the increase in interest income on
Contracts held for sale to $2.5 million for the six months ended December 31,
1996 from $1.4 million for the same period of the prior fiscal year. 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 six months
ended December 31, 1996 increased to $3.8 million from $3.0 for the same six
month period in the prior fiscal year. The total number of vehicles remarketed
(which includes off- lease, purchased and repossessed vehicles) increased to
8,711 for the six months ended December 31, 1996 from 6,666 for the six months


                                       26
<PAGE>

ended December 31, 1995, and direct vehicle repair and marketing costs
associated with such sales increased to $3.3 million from $2.3 million, and are
included in selling, general and administrative expenses.

     Servicing income for the six months ended December 31, 1996 increased to
$6.4 million from $4.1 million for the six months ended December 31, 1995,
representing an increase of 56.6%. This increase was attributable to the
increase in the number of leases and Contracts serviced by the Company.

     Total expenses for the six months ended December 31, 1996 increased to
$155.1 million from $130.3 million for the same period of the prior fiscal year,
representing an increase of 19.1%.

     Depreciation and amortization expense directly associated with the
Company's leased vehicles, for the six months ended December 31, 1996, increased
to $71.5 million from $63.6 million for the same six month period in the prior
fiscal year, representing an increase of 12.4%. The increase in depreciation and
amortization expense was principally attributable to the increase in the
Company's aggregate lease portfolio from December 31, 1995 to December 31, 1996.

     Interest expense directly associated with the Company's lease borrowings,
for the six months ended December 31, 1996, increased to $54.7 million from
$44.9 million for the six months ended December 31, 1995, representing an
increase of 21.7%. The increase in such interest expense was primarily due to
the increased borrowings attributable to the Company's aggregate lease
portfolio.

     Selling, general and administrative expenses for the six months ended
December 31, 1996 increased to $27.3 million from $20.7 million for the same six
month period of the prior fiscal year, representing an increase of 32.1%. This
increase was primarily due to the increased costs associated with the increased
lease and Contract originations for the six months ended December 31, 1996 over
the same six 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 six months ended
December 31, 1996 increased to $11.6 million from $8.6 million for the six
months ended December 31, 1995, representing an increase of 34.9%.


                                       27
<PAGE>

Liquidity and Capital Resources

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

                                                Six Months Ended December 31,
                                             -----------------------------------
                                                1996                     1995
                                                ----                     ----
                                                        (in thousands)

Net cash provided by operating activities    $   54,666               $  54,568
Net cash used in investing activities....      (242,439)               (218,803)
Net cash provided by financing activities       174,322                 200,923
                                             ----------               ---------
  Net increase (decrease) in cash and 
    cash equivalents......................   $  (13,451)              $  36,688
                                             ==========               =========

     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 $43.1 million and $46.0 million for the six months ended
December 31, 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
December 31, 1996, the Company's non-recourse borrowings associated with its
vehicles under operating leases aggregated $1.6 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.


                                       28
<PAGE>

                                                Six Months Ended December 31,
                                              ---------------------------------
                                                1996                    1995
                                                ----                    ----
                                                        (in thousands)
Proceeds from notes payable and obligations
  under capital leases - non-recourse....     $374,698                $319,498
Purchases of vehicles under operating
  leases(1)..............................     (348,327)               (292,682)
                                              --------                --------
Total net cash proceeds..................     $ 26,371                $ 26,816
                                              ========                ========
----------
(1)  Excludes those leases which have been partially or not funded by a Lender
     representing purchases of vehicles under operating leases of $15.0 million
     and $10.3 million for the six months ended December 31, 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 six months ended December 31, 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 six months ended December 31, 1996 the
Company originated and sold an aggregate amount of $184.9 million and $178.4
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.


                                       29
<PAGE>

     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 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 six months ended
December 31, 1996, Dealer Commissions associated with the Company's Contract
originations were $7.9 million. With respect to Contracts sold in the six months
ended December 31, 1996, initial deposits to cash spread accounts in such
Contracts sold totalled $2.0 million. 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 six months ended
December 31, 1996, servicing cash flow and collections on retained subordinated
investments received by the Company from previously sold Contracts were, in the
aggregate, $3.0 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.


                                       30
<PAGE>

     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 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 December 31, 1996 was $32.4 million as
compared to $13.9 million at December 31, 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 December
31, 1996, the Company had an aggregate availability under the facility of $10.0
million. The Company also maintains an additional $2.0 million revolving credit
facility at an interest rate of prime plus 1.5% to finance automobile inventory.
At December 31, 1996, the Company had an aggregate availability under the
facility of $2.0 million.

     The Company incurred capital expenditures of $4.2 million in the six months
ended December 31, 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
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.


                                       31
<PAGE>

     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.

Item 3.  Defaults Upon Senior Securities - Not Applicable.

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

     On November 4, 1996, the Company held its 1996 annual meeting of
shareholders (the "Meeting"). In connection with the Meeting, the Company
solicited proxies from its shareholders pursuant to Regulation 14 of the
Securities Exchange Act of 1934 (Proxy Statement dated October 1, 1996,
Commission File Number 0-22830).

     At the Meeting, the Company's shareholders re-elected Stephen V. Murphy,
Christopher S. Pascucci and Michael C. Pascucci as Class III Directors of the
Company. The Company's Class I Directors (Peter I. Cavallaro, Mark A. Freeman
and Gene M. Bernstein) and Class II Directors (John A. Danzi, Robert Ench and
Ralph P. Pascucci) continued in office after the Meeting.

     In addition, the shareholders ratified the selection by the Board of
Directors of BDO Seidman, LLP as the Company's outside auditors for the fiscal
year ended June 30, 1997.

     The following tables summarize the votes cast at the Meeting on the matters
brought before the shareholders:

     1.   Election of Class III Directors

                               Votes         Votes         Votes       Broker
Nominee Name                    For         Against       Withheld    Non-Voter
------------                    ---         -------       --------    ---------
Stephen V. Murphy            83,838,880        0           10,404         0
Christopher S. Pascucci      83,838,870        0           10,414         0
Michael C. Pascucci          83,838,830        0           10,454         0

     2.   Ratification of BDO Seidman, LLP as the Company's outside auditors for
          the fiscal year ended June 30, 1997.

Votes                          Votes         Votes         Broker
 For                          Against       Withheld      Non-Votes
-----                         -------       --------      ---------
                     
83,833,519                     4,901           0              0


                                       32
<PAGE>

Item 5.  Other Information 

     On January 17, 1997, the Company filed with the SEC a Current Report on
Form 8-K dated January 14, 1997 in connection with the Merger.

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 December 31, 1996 and none were filed during that period.


                           [Intentionally Left Blank]


                                       33
<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: February 5, 1997                 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


                                       34
<PAGE>
                                INDEX OF EXHIBITS

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

    10.01                Sale and Servicing Agreement dated as of December 14,
                         1996 between Centrex Auto Trust 1996-B, 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 December 14, 1996 between Centrex
                         Auto Trust 1996-B and The Bank of New York, as Trustee.

    10.03                Third Amendment to Loan Purchase Agreement dated as of
                         March 31, 1995 among Centrex Capital Automobile Assets
                         (Number Two), Inc., as Seller; Centrex Capital
                         Automobile Assets (Number Four), Inc., as Seller;
                         Oxford Resources Corp., as Servicer; The Bank of New
                         York, as Custodian and Stand-by Servicer; Clipper
                         Receivables Corporation, as Purchaser; State Street
                         Boston Capital Corporation; as Administrator; and State
                         Street Bank and Trust Company, as Relationship Bank.

    11                   Statement of Computation of Net Income Per Common Share

    27                   Financial Data Schedule


                                       35