SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                  FORM 10-Q


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


              For the quarterly period ended September 30, 1996

                        Commission File Number 0-26410


               JAYHAWK  ACCEPTANCE  CORPORATION
          (Exact  name  of  registrant  as  specified  in  its  charter)

<TABLE>
<CAPTION>

<S>                                                   <C>

                  TEXAS                                        75-2486444
----------------------------------------------------  -------------------
  (State or other jurisdiction of                        (I.R.S. employer
  incorporation or organization)                      identification no.)

TWO GALLERIA TOWER
13455 NOEL ROAD, SUITE 1800, DALLAS, TX                             75240
----------------------------------------------------  -------------------
  (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:       (972)  663-1000
                                                      -------------------
</TABLE>



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


        At November 12, 1996, the latest practicable date, there were
       23,912,528 shares of Common Stock, $.01 par value, outstanding.



<PAGE>
<TABLE>
<CAPTION>

                                 JAYHAWK ACCEPTANCE CORPORATION AND SUBSIDIARIES
                                     INDEX TO QUARTERLY REPORT ON FORM 10-Q



PART  I.    FINANCIAL  INFORMATION





ITEM 1.                                  FINANCIAL STATEMENTS                                  PAGE
<S>      <C>                                                                                   <C>

         Consolidated Balance Sheets at September 30, 1996 (Unaudited) and December 31, 1995      3

         Consolidated Income Statements for the three and nine months ended
         September 30, 1996 and 1995 (Unaudited)                                                  4

         Consolidated Statement of Shareholders' Equity for the nine months ended
         September 30, 1996 (Unaudited)                                                           5

         Consolidated Statements of Cash Flows for the nine months ended
         September 30, 1996 and 1995 (Unaudited)                                                  6

         Notes to Consolidated Financial Statements (Unaudited)                                   7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                                                      8


PART     II.  OTHER INFORMATION
-------------------------------

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                        14


SIGNATURES                                                                                       15
----------


<PAGE>
                       PART I - FINANCIAL INFORMATION

ITEM  1.          FINANCIAL  STATEMENTS

</TABLE>
<TABLE>
<CAPTION>


                      JAYHAWK ACCEPTANCE CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
                             (IN THOUSANDS, EXCEPT SHARE DATA)


                                           ASSETS

                                                              SEPTEMBER 30,    DECEMBER 31,
                                                                  1996             1995
                                                             ---------------  --------------
                                                               (UNAUDITED)
<S>                                                          <C>              <C>

Cash and cash equivalents                                    $          431   $         120 
Restricted cash                                                      19,665               - 

Installment contracts receivable                                    331,765         167,491 
Allowance for credit losses                                          (6,290)         (2,308)
                                                             ---------------  --------------
Installment contracts receivable, net                               325,475         165,183 

Furniture, fixtures and equipment, net                                8,646           5,004 
Deferred income taxes                                                     -           2,088 
Income taxes receivable                                               3,145               - 
Other assets                                                          2,952             978 
                                                             ---------------  --------------
Total assets                                                 $      360,314   $     173,373 
                                                             ===============  ==============


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts payable and accrued liabilities                     $       12,343   $       7,982 
Deferred dealer fees, net                                             2,852           2,052 
Deferred income taxes                                                 4,167               - 
Dealer holdbacks, net                                               148,469          82,373 
Revolving credit facility                                            39,330          32,386 
Secured notes payable                                                55,422               - 
                                                             ---------------  --------------
Total liabilities                                                   262,583         124,793 

Shareholders' Equity:
Common stock, $.01 par value; 40,000,000 shares authorized;
23,892,028 and 20,486,046 shares issued and outstanding at
September 30, 1996 and December 31, 1995, respectively                  239             205 
Additional paid-in capital                                           88,547          47,461 
Retained earnings                                                     8,945             914 
Total shareholders' equity                                           97,731          48,580 
                                                             ---------------  --------------
Total liabilities and shareholders' equity                   $      360,314   $     173,373 
                                                             ===============  ==============

<FN>

                      See notes to consolidated financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                 JAYHAWK ACCEPTANCE CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)




                                              THREE MONTHS ENDED  NINE MONTHS ENDED
                                                SEPTEMBER 30,      SEPTEMBER 30,
                                               ----------------  ----------------
                                                1996     1995     1996     1995
                                               -------  -------  -------  -------
<S>                                            <C>      <C>      <C>      <C>

Revenues:
Finance charges                                $11,586  $ 4,967  $29,824  $11,547
Dealer fees                                      2,227    1,117    5,764    2,696
Service contracts                                  935        -    1,804        -
                                               -------  -------  -------  -------
                                                14,748    6,084   37,392   14,243

Costs and expenses:
Sales and marketing                              2,402    1,328    6,126    3,107
Operating                                        4,304    1,870   11,108    4,895
Provision for credit losses                      1,363      769    3,175    1,452
Provision for service contract claims              373        -      805        -
Interest                                         1,598      318    4,015      783
                                               -------  -------  -------  -------
                                                10,040    4,285   25,229   10,237
                                               -------  -------  -------  -------
Income before income taxes                       4,708    1,799   12,163    4,006
Income taxes                                     1,583      364    4,132      900
                                               -------  -------  -------  -------
Net income                                     $ 3,125  $ 1,435  $ 8,031  $ 3,106
                                               =======  =======  =======  =======
Net income per share                           $   .13  $   .07  $   .35  $   .17
                                               =======  =======  =======  =======

Weighted average number of shares outstanding   24,191   19,531   22,939   18,031
                                               =======  =======  =======  =======

















<FN>

                 See notes to consolidated financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                   JAYHAWK ACCEPTANCE CORPORATION AND SUBSIDIARIES
                   CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                          (IN THOUSANDS, EXCEPT SHARE DATA)
                                     (UNAUDITED)





                                                      ADDITIONAL
                                             COMMON     PAID-IN    RETAINED
                                              STOCK     CAPITAL    EARNINGS    TOTAL
                                             -------  -----------  ---------  -------

<S>                                          <C>      <C>          <C>        <C>

Balance at December 31, 1995                 $   205  $    47,461  $     914  $48,580

Issuance of 3,350,000 shares of common
stock, net of costs                               34       40,757          -   40,791

Issuance of 55,982 shares of common stock
upon exercise of stock options and employee
stock plan purchases                               -          329          -      329

Net income                                         -            -      8,031    8,031
                                             -------  -----------  ---------  -------

Balance at September 30, 1996                $   239  $    88,547  $   8,945  $97,731
                                             =======  ===========  =========  =======




















<FN>

                     See notes to consolidated financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                  JAYHAWK ACCEPTANCE CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (IN THOUSANDS)
                                    (UNAUDITED)


                                                                NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              ---------------------
                                                                 1996       1995
                                                              ----------  ---------
<S>                                                           <C>         <C>

Cash flows from operating activities:
Net income                                                    $   8,031   $  3,106 
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization                                     1,626        617 
Provision for credit losses                                       3,175      1,452 
Provision for service contract claims                               805          - 
Deferred income taxes                                             6,255       (823)
Changes in operating assets and liabilities:
Other assets                                                     (1,470)      (268)
Accounts payable and accrued liabilities                           (581)     4,000 
Income taxes receivable                                          (4,073)         - 
Deferred dealer fees, net                                           800        859 
                                                              ----------  ---------
Net cash provided by operating activities                        14,568      8,943 

Cash flows from investing activities:
Payments to dealers                                            (144,945)   (64,785)
Collections of principal on installment contracts receivable     52,152     21,373 
Capital expenditures                                             (5,285)    (3,166)
                                                              ----------  ---------
Net cash used in investing activities                           (98,078)   (46,578)

Cash flows from financing activities:
Net borrowings (repayments)  under revolving credit facility      6,944        (12)
Net proceeds from the issuance of secured notes payable          35,757          - 
Proceeds from sales of common stock, net                         41,120     31,619 
Net cash provided by financing activities                        83,821     31,607 
                                                              ----------  ---------
Net increase (decrease) in cash and cash equivalents                311     (6,028)
Cash and cash equivalents at the beginning of the period            120      6,124 
                                                              ----------  ---------
Cash and cash equivalents at the end of period                $     431   $     96 
                                                              ==========  =========

Supplemental disclosure of cash flow information:
Cash paid for interest                                        $   3,408   $    866 
                                                              ==========  =========
Cash paid for income taxes                                    $   1,950   $  1,746 
                                                              ==========  =========




<FN>

                  See notes to consolidated financial statements.
</TABLE>



<PAGE>
               JAYHAWK ACCEPTANCE CORPORATION AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)


NOTE  1  -  BASIS  OF  PRESENTATION

     The  accompanying  unaudited consolidated financial statements of Jayhawk
Acceptance  Corporation and subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information  and  with  the  instructions  to  Form  10-Q  and  Article  10 of
Regulation  S-X.   Accordingly, they do not include all of the information and
footnotes  required  by  generally accepted accounting principles for complete
financial  statements.    In  the  opinion  of  management,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for fair
presentation  have  been  included.  All significant intercompany transactions
and  balances  have been eliminated in the accompanying consolidated financial
statements  as of and for the three and nine month periods ended September 30,
1996.    There  were  no  intercompany  transactions  or  balances  requiring
elimination  as  of December 31, 1995 and for the three and nine month periods
ended  September  30,  1995.    Operating results for the three and nine month
periods ended September 30, 1996 are not necessarily indicative of the results
that  may  be  expected  for  the  year  ended December 31, 1996.  For further
information,  refer to the financial statements and footnotes thereto included
in  the  Company's  Annual Report on Form 10-K for the year ended December 31,
1995,  filed  with the Securities and Exchange Commission ("SEC") on March 27,
1996.

NOTE  2  -  NET  INCOME  PER  SHARE

     The  weighted  average  number  of  common  and  common equivalent shares
outstanding for the purposes of computing net income per share were 24,190,946
and  19,531,191  for  the  three months ended September 30, 1996 and 1995, and
22,938,956  and  18,030,761  for  the nine months ended September 30, 1996 and
1995,  respectively.    Incremental  shares  resulting  from  the  issuance of
convertible  preferred  stock  and stock options issued prior to the Company's
initial  public  offering  have  been  included in the weighted average shares
outstanding  for  1995.

NOTE  3  -  SUBSIDIARY  OPERATIONS

     On  October  1,  1996, the Company announced the expansion of an elective
health  care financing program offered by its wholly-owned subsidiary, Jayhawk
Medical  Acceptance  Corporation  ("Jayhawk  Medical").  The program, which on
November  8,  1996  was  being marketed in sixteen markets under the tradename
"Truecare",  provides  financing  for  cosmetic  surgery,  ophthalmology,
orthodontic  and  other  procedures  not  covered  by  health  insurance.


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

RESULTS  OF  OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30,  1995

     TOTAL  REVENUE.    Total  revenue increased from $6,084,000 for the three
months ended September 30, 1995 to $14,748,000 for the same period in 1996, an
increase  of  $8,664,000 or 142%.  The increase was primarily due to increased
finance  charges  resulting  from  the  increased  number of installment sales
contracts  ("Contracts"  or  "Installment  Contracts")  held  in the Company's
portfolio.    Finance  charges  increased from $4,967,000 for the three months
ended  September  30,  1995  to  $11,586,000  for  the same period in 1996, an
increase  of  $6,619,000  or  133%.   The Company purchased 19,426 Installment
Contracts during the three months ended September 30, 1996, an increase of 50%
over  the  same  period  in  1995,  and  the  Company's  installment contracts
receivable  balance  increased  from  $121,167,000 as of September 30, 1995 to
$331,765,000  as  of September 30, 1996, an increase of $210,598,000 or 174%. 
Dealer  fees  also  contributed to the increase in total revenue.  Dealer fees
increased by $1,110,000 for the three months ended September 30, 1996 over the
same  period  in 1995 or 99%.  The number of dealers enrolled in the Company's
program increased from 1,577 as of September 30, 1995 to 2,945 as of September
30,  1996,  an increase of 1,368 dealers or 87%.  The average annualized yield
on  the  Company's  portfolio  decreased  from 20% to 15% for the three months
ended  September  30, 1995 and September 30, 1996, respectively.  The decrease
in  the  average  annualized  yield  is  primarily  attributable to the longer
average  original term of Contracts included in the Company's portfolio in the
third  quarter of 1996, when compared with the third quarter of 1995, and to a
lesser  extent,  the  higher  percentage  of  Contracts  in non-accrual status
included  within  the Company's portfolio as of the third quarter of 1996 when
compared  with  the  third  quarter  of  1995.  The percentage of Contracts in
non-accrual  status in the Company's portfolio increased from 19% at September
30,  1995  to  29% at September 30, 1996.  This increase was due in part to an
increase  in  the  average  age of the Contracts included within the portfolio
between  the respective periods.  See "-Credit Loss Policy."  Service contract
revenue  was  $935,000  for  the  three  months ended September 30, 1996.  The
Company  recognized  no service contract revenue during the three months ended
September  30, 1995, as the Company did not offer the service contract program
to  its  dealers  at  that time.  Jayhawk Medical revenue for the three months
ended  September  30,  1996  was  not  significant.

     SALES  AND  MARKETING.    Sales  and  marketing  expenses  increased from
$1,328,000  for  the  three months ended September  30, 1995 to $2,402,000 for
the  same  period in 1996, but decreased as a percentage of total revenue from
22%  for  the third quarter of 1995 to 16% for the third quarter of 1996.  The
dollar  increase  in sales and marketing expenses is primarily a result of the
continued  effort by the Company to expand the number of dealers participating
in the Company's program and due to $130,000 of expenses related to the launch
of  Jayhawk  Medical.    The  decrease  in  sales  and marketing expenses as a
percentage  of  total  revenue  was primarily the result of economies of scale
associated with increased total revenue.  The Company anticipates that Jayhawk
Medical  will have significantly increased sales and marketing expenses in the
fourth  quarter  of  1996.

     OPERATING EXPENSES.  Operating expenses increased from $1,870,000 for the
three  months  ended  September  30, 1995 to $4,304,000 for the same period in
1996,  an  increase  of  $2,434,000  or 130%, but decreased as a percentage of
total  revenue  from  31%  for  the third quarter of 1995 to 29% for the third
quarter  of  1996.    The dollar increase in operating expenses is primarily a
result  of  the  overall  expansion  in  the  Company's  operations, including
$333,000  of  expenses related to the launch of Jayhawk Medical.  The decrease
in  operating  expenses  as  a  percentage  of total revenue was primarily the
result  of  economies  of  scale  associated with increased total revenue. The
Company  anticipates  that  Jayhawk  Medical will have significantly increased
operating  expenses  in  the  fourth  quarter  of  1996.

     PROVISION  FOR  CREDIT  LOSSES.    The  amount provided for credit losses
increased  from  $769,000  for  the  three  months ended September 30, 1995 to
$1,363,000  for  the  same  period  in 1996, but decreased from 13% to 9% as a
percentage  of  total  revenue.    See  "-Credit  Loss  Policy."

     PROVISION FOR SERVICE CONTRACT CLAIMS.  The Company provided $373,000 for
service  contract  claims  for  the three months ended September 30, 1996.  No
amount  was  provided  for  the  three months ended September 30, 1995, as the
Company  did  not  offer  the  service  contract  program  at  that  time.

     INTEREST  EXPENSE.    Interest expense increased from $318,000 during the
third  quarter  of  1995  to  $1,598,000  during the same period in 1996.  The
increase  was due to higher average borrowings used to fund operations and the
purchase  of  Contracts.    The Company anticipates that interest expense will
increase  to  the  extent  borrowings  are used to fund growth of the Company.

     INCOME  TAXES.    The Company's effective income tax rate was 34% for the
three-month  period  ended  September  30, 1996, as compared with an effective
income  tax  rate  of 20% for the same period in 1995.  The lower rate in 1995
relates to a reduction in the Company's deferred tax asset valuation allowance
in  1995  to reflect the estimated realizability of the Company's deferred tax
assets.

NINE  MONTHS  ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30,  1995

     TOTAL  REVENUE.    Total  revenue increased from $14,243,000 for the nine
months ended September 30, 1995 to $37,392,000 for the same period in 1996, an
increase  of $23,149,000 or 163%.  The increase was primarily due to increased
finance  charges  resulting from the increased number of Installment Contracts
held  in  the Company's portfolio.  Finance charges increased from $11,547,000
for  the  nine  months  ended  September  30, 1995 to $29,824,000 for the same
period  in  1996,  an  increase of $18,277,000 or 158%.  The Company purchased
57,623  Installment Contracts during the nine months ended September 30, 1996,
an  increase  of 100% over the same period in 1995.  The Company's installment
contracts  receivable increased from $121,167,000 as of September 30, 1995, to
$331,765,000,  as of September 30, 1996, an increase of $210,598,000 or 174%. 
Dealer  fees  also  contributed to the increase in total revenue.  Dealer fees
increased  by $3,068,000 for the nine months ended September 30, 1996 over the
same  period in 1995 or 114%.  Service contract revenue was $1,804,000 for the
nine  months  ended  September  30,  1996.   The Company recognized no service
contract  revenue  during  the  nine  months  ended September 30, 1995, as the
Company  did  not  offer  the  service contract program to its dealers at that
time. Jayhawk Medical revenue for the nine months ended September 30, 1996 was
not  significant.

     SALES  AND  MARKETING.    Sales  and  marketing  expenses  increased from
$3,107,000  for the nine months ended September 30, 1995 to $6,126,000 for the
same  period  in 1996, but decreased as a percentage of total revenue from 22%
for  the  first nine months of 1995 to 16% for the first nine months of 1996. 
The  dollar  increase in sales and marketing expenses is primarily a result of
the  continued  effort  by  the  Company  to  expand  the  number  of  dealers
participating  in  the  Company's  program,  and  due  to $130,000 of expenses
related to the launch of Jayhawk Medical.  The decrease in sales and marketing
expenses  as  a  percentage  of  total  revenue  was  primarily  the result of
economies  of  scale  associated  with  increased  total revenue.  The Company
anticipates  that  Jayhawk Medical will have significantly increased sales and
marketing  expenses  in  the  fourth  quarter  of  1996.

     OPERATING EXPENSES.  Operating expenses increased from $4,895,000 for the
nine  months  ended  September  30, 1995 to $11,108,000 for the same period in
1996,  an  increase  of  $6,213,000 or 127%, but decreased as a percentage of 
total  revenue from 34% for the first nine months of 1995 to 30% for the first
nine months of 1996.  The dollar increase in operating expenses is primarily a
result  of  the  overall  expansion  in  the  Company's  operations, including
$388,000 of expenses related to the launch of Jayhawk Medical. The decrease in
operating  expenses  as a percentage of total revenue was primarily the result
of  economies  of  scale  associated with increased total revenue. The Company
anticipates  that  Jayhawk Medical will have significantly increased operating
expenses  in  the  fourth  quarter  of  1996.

     PROVISION  FOR  CREDIT  LOSSES.    The  amount provided for credit losses
increased  from  $1,452,000  for  the  nine months ended September 30, 1995 to
$3,175,000 for the same period in 1996, but decreased as a percentage of total
revenue  from  10%  for the first nine months of 1995 to 8% for the first nine
months  of  1996.    See  "Credit  Loss  Policy."

     PROVISION FOR SERVICE CONTRACT CLAIMS.  The Company provided $805,000 for
service  contract  claims  for  the  nine months ended September 30, 1996.  No
amount  was  provided  for  the  nine  months ended September 30, 1995, as the
Company  did  not  offer  the  service  contract  program  at  that  time.

     INTEREST  EXPENSE.    Interest expense increased from $783,000 during the
first  nine  months of 1995 to $4,015,000 during the same period in 1996.  The
increase  was due to higher average borrowings used to fund operations and the
purchase  of  Contracts.

     INCOME  TAXES.    The Company's effective income tax rate was 34% for the
nine  month  period  ended  September  30, 1996, as compared with an effective
income  tax  rate  of 22% for the same period in 1995.  The lower rate in 1995
relates to a reduction in the Company's deferred tax asset valuation allowance
in  1995  to reflect the estimated realizability of the Company's deferred tax
assets.

INSTALLMENT  CONTRACTS  RECEIVABLE

Installment  contracts  receivable  consist  of  the following (in thousands):

<TABLE>
<CAPTION>


                                         SEPTEMBER 30,    DECEMBER 31,
                                             1996             1995
                                        ---------------  --------------
<S>                                     <C>              <C>

Gross installment contracts receivable  $      390,316   $     198,397 
Unearned finance charges                       (58,551)        (30,906)
                                        ---------------  --------------
Installment contracts receivable        $      331,765   $     167,491 
                                        ===============  ==============
</TABLE>



Changes  in  gross  installment  contracts  receivable  are  as  follows  (in
thousands):

<TABLE>
<CAPTION>

                                                       THREE MONTHS ENDED     NINE MONTHS ENDED
                                                         SEPTEMBER 30,          SEPTEMBER 30,
                                                      --------------------  --------------------
                                                        1996       1995       1996       1995
                                                      ---------  ---------  ---------  ---------
<S>                                                   <C>        <C>        <C>        <C>

Balance, beginning of period                          $335,877   $ 92,135   $198,397   $ 41,106 
Gross amount of installment contracts accepted         109,158     66,939    323,163    136,927 
Cash collections on installment contracts receivable   (32,214)   (14,048)   (88,218)   (32,740)
Charge offs                                            (22,505)    (2,049)   (43,026)    (2,316)
Balance, end of period                                $390,316   $142,977   $390,316   $142,977 
                                                      =========  =========  =========  =========
</TABLE>



The  increase in charge-offs between the three and nine months ended September
30, 1996 and the three and nine months ended September 30, 1995, respectively,
is primarily attributable to the increase in the average age of such Contracts
and  the  growth in gross installment contracts receivable.  See " Credit Loss
Policy."

DEALER  HOLDBACKS

<TABLE>
<CAPTION>

Dealer  holdbacks,  net,  consist  of  the  following  (in  thousands):


                              SEPTEMBER 30,    DECEMBER 31,
                                  1996             1995
                             ---------------  --------------
<S>                          <C>              <C>

Dealer holdbacks             $      312,205   $     158,746 
Less:  Acquisition payments        (163,736)        (76,373)
                             ---------------  --------------
Dealer holdbacks, net        $      148,469   $      82,373 
                             ===============  ==============

</TABLE>


CREDIT  LOSS  POLICY

     The  Company  regularly  reviews  its  installment  contracts  receivable
portfolio  to  determine  the  adequacy  of  its allowance for credit losses. 
Amounts provided for credit losses include the provision for credit losses, as
well  as  an  amount  recorded  upon  the  purchase  of Installment Contracts.

     The level of related dealer holdbacks and the possible impact of economic
conditions  on  the creditworthiness of obligors are given major consideration
in determining the adequacy of the allowance.  Credit loss experience, changes
in  the  character,  size  and  age  of  the  installment contracts receivable
portfolio  and  management's  judgment are other factors used in assessing the
overall  adequacy  of  the  allowance  and  the resulting provision for credit
losses.  Ultimate losses may vary from current estimates and the amount of the
provision,  which  is  a  current  expense, may be either greater or less than
actual  charge-offs.

     The  percentage  of  Contracts  in non-accrual status included within the
Company's  portfolio  were  29% and 19% as of September 30, 1996 and September
30,  1995,  respectively.    The  Company  believes  that  this  increase  in
non-accrual  contracts  as  a  percentage  of  the  total  number of Contracts
included  within  the  Company's portfolio was due primarily to an increase in
the  average  age of the Contracts included within its portfolio.  Because the
Company  specifically  targets  used  vehicle  buyers  who  do not qualify for
traditional  financing,  these  non-accrual  percentages are considered by the
Company  to be reasonable.  The Company anticipates that as the average age of
the  Contracts  included  within  its  portfolio  increases,    the  Company's
non-accrual  contracts  as  a  percentage  of  the  total  number of Contracts
included  within  the  Company's  portfolio  will  increase.

The  following  table sets forth certain information regarding charge-offs and
the  provision  for  credit  losses  (in  thousands):

<TABLE>
<CAPTION>

                                                   THREE MONTHS ENDED  NINE MONTHS ENDED
                                                     SEPTEMBER 30,       SEPTEMBER 30,
                                                    ---------------  ---------------
                                                     1996     1995    1996     1995
                                                    -------  ------  -------  ------
<S>                                                 <C>      <C>     <C>      <C>

Gross installment contracts receivable charged off  $22,505  $2,049  $43,026  $2,316
Charged against dealer holdbacks                     18,004   1,639   34,421   1,853
Charged against unearned finance charges              3,771     329    6,864     350
Charged against allowance for credit losses             730      81    1,741     113

Provision for credit losses                           1,363     769    3,175   1,452
</TABLE>



     Revenue  on  installment  contracts  receivable  is  recognized under the
interest  method  of  accounting  until  the underlying obligation is 120 days
contractually past due or the collateral securing the Contract is repossessed,
whichever  occurs  first.    At such time, the Company suspends the accrual of
revenue.

     Contract  balances  on  which no material payment has been received for a
significant period of time (in no event greater than one year) are charged-off
against  the  related  dealer holdback and, if insufficient, the allowance for
credit losses.  Because any remaining outstanding Installment Contracts in the
applicable dealer pool are available to recover acquisition payments paid upon
the  Company's  purchase  of  Contracts  included  within such pool and as the
acquisition payment generally approximates 50% to 55%  of the principal amount
of  the  Contract,  the  risk  of  loss  to  the  Company  is  mitigated.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's principal need for capital is to fund acquisition payments
to  dealers  upon  its  purchase of Installment Contracts.  The Company's cash
needs  resulting from acquisition payments and the payment of dealer holdbacks
to  dealers  increased  from  approximately  $64.8 million for the nine months
ended  September  30, 1995 to approximately $144.9 million for the nine months
ended  September  30,  1996.

     The  Company  maintains two revolving credit facilities. Under the first,
it  may  borrow  up  to  $65  million,  based  on  defined levels of qualified
installment  contracts  receivable.    Borrowings  under  this  facility  were
approximately  $32.4  million  as of December 31, 1995 and approximately $39.3
million as of September 30, 1996.  As of November 11, 1996, and after applying
approximately  $11.8  million  of  the  funds released to the Company from the
Pre-Funding  Account  (as  defined  below)  established in connection with the
securitization  transaction  completed  on August 7, 1996, to repay borrowings
under  the  Company's revolving credit facility, borrowings under the facility
were  approximately  $43.0  million,  and  the  Company had approximately $4.5
million  of  availability  under  the  facility.

     Under  the  second  facility,  which  was  obtained  in October 1996, the
Company  may  borrow  up  to  $15.0 million from a commercial bank. The credit
line,  which  is  unsecured,  but  guaranteed  by  the  Company's  principal
shareholder,  bears  interest  at  the  bank's  LIBOR rate plus 1.5% per annum
(6.88%  at November 11, 1996) and expires in October 1997.  As of November 11,
1996,  $1.9  million  had  been  borrowed  under  the  facility.

     To  the  extent  the  Company's  acquisition  payment  to  a  dealer or a
physician  upon  purchase  of  a  Contract continues to exceed the incremental
amount of borrowings available under the Company's revolving credit facilities
with respect to such Contract, additional capital will be required to fund the
Company's  rapid  growth.   Such additional capital may be generated by either
additional debt or equity financing.  The Company believes that cash flow from
operations and borrowings under the Company's revolving credit facilities will
be  adequate to fund the Company's operations through the end of the Company's
current  fiscal year at its current rate of growth.  Additionally, the Company
is  currently  negotiating  with  its  existing  and other lenders regarding a
credit  facility  which would provide the Company with significantly increased
borrowing  capacity.   However, there can be no assurance as to if or when the
Company  will enter into a new credit facility, nor can there be any assurance
as  to  the terms of any such facility or when the Company will be required to
seek  additional  capital  to  fund  its  operations.

     The  lease  for  the  Corporate  headquarters in Dallas, Texas expires in
November  1996.    The  Company  has renewed the lease through June 1997 for a
portion  of  the  space,  and  relocated  part  of  its corporate offices to a
separate location.  The Company is exploring the construction of a building in
Plano,  Texas,  which would serve as its corporate office and house all Dallas
operations.   Management believes that the relocation of its corporate offices
will  not  have  a  material  effect  on  the  Company's  operations.

STATEMENT  REGARDING  FORWARD  LOOKING  STATEMENTS

     Except  for  the  historical  information  contained  herein, the matters
discussed  in  Management's  Discussion  and  Analysis,  including the matters
relating  to  the  anticipated  need  for  and  availability of financing, are
forward  looking  statements  that  are  dependent  upon a number of risks and
uncertainties  that could cause actual results to differ materially from those
in  the forward looking statements.  These risks and uncertainties include the
Company's actual rate of growth, delinquency and default rates with respect to
the  Contracts  included in the Company's portfolio, the impact of competitive
services  and products, changes in market conditions, the impact of changes in
regulation  or litigation, the management of growth and the other risk factors
identified  in  the  Company's  SEC filings, including under the caption "Risk
Factors"  in  its most recent registration statement on Form S-1.  The Company
does  not  intend to provide updated information about the matters referred to
in these forward looking statements, other than in the context of management's
discussion  and analysis in the Company's quarterly and annual reports on Form
10-Q  and  10-K.

SEASONALITY

     The  Company's operations are affected by higher delinquency rates during
certain  holiday  periods, as well as higher sales of used vehicles during the
annual  period  at  the  beginning  of the calendar year when many persons are
receiving  state  and  federal  tax  refunds.

SECURITIZATION

     On  August  7,  1996,  the  Company  completed  its second securitization
transaction.   Pursuant to this transaction, the Company contributed Contracts
having  an  aggregate  principal  balance  of  approximately $72.7 million and
approximately  $4.4  million in cash (which generally represents the amount of
principal  and  interest collected on such Contracts between June 23, 1996 and
the  closing  of  the  securitization  transaction)  to  a  business  trust
wholly-owned  by  the  Company (the "Trust"), and the Trust sold approximately
$47.9  million  principal  amount  of  notes (the "Notes") to an institutional
investor.    The  Notes, which are comprised of approximately $42.9 million of
Class A Notes which bear interest at a fixed rate of 6.64% and $5.0 million of
Class  B  Notes  which  bear interest at a fixed rate of 11.57%, have a stated
maturity  of March 15, 2000, and are secured by the installment sale contracts
contributed  to  the Trust, all amounts in the Pre-Funding Account (as defined
below)  and approximately $1.6 million of additional cash deposits.  The Class
A Notes were rated "Aaa" by Moody's Investors Service, Inc., "AAA" by Standard
&  Poor's  Ratings Group and "AAA" by Fitch Investors Service, L.P. ("Fitch"),
and  the  Class  B Notes were rated "BB" by Fitch.  MBIA Insurance Corporation
(the  "Note  Insurer")  issued  a note insurance policy for the benefit of the
Class  A  Noteholders.    As a result of the structure of the transaction, the
Company  did  not  recognize  any  gain upon contributing the Contracts to the
Trust  and  the  Contracts are reflected in the Company's consolidated balance
sheet.    The  net  proceeds  from  the  sale  of the Notes were used to repay
indebtedness  under  the  Company's  revolving  credit  facility.

     Approximately  $12.0  million  of the proceeds from the sale of the Notes
were  deposited  in an account (the "Pre-Funding Account") securing the Notes,
$11.8  million  of which was released to the Company effective October 1, 1996
as  approximately  $24.2  million  principal  amount  of  additional Contracts
meeting  specified  eligibility requirements were contributed to the Trust and
pledged  to  secure  the  Notes.

     The  Company  acts  as servicer of the Contracts contributed to the Trust
(the  "Contributed  Contracts") and is responsible for servicing, managing and
making  collections on the Contributed Contracts.  As long as the Company acts
as  servicer,  the  Company  is  entitled to a monthly servicing fee generally
equal to one-twelfth of the product of 3% times the aggregate principal amount
of  the  Contributed  Contracts  (other than certain non-performing Contracts)
outstanding  from  time  to  time.   Subject to certain limitations, including
certain limitations on the modification or amendment of Contributed Contracts,
the Company, in its capacity as servicer, is generally required to service and
administer  the Contributed Contracts in the manner customarily employed by it
in  servicing  and  administering its own Contracts.  In the event the Company
fails  to  comply  with  certain  covenants, it can be terminated as servicer.

     Generally,  all  amounts  collected  by  the  Company  on the Contributed
Contracts will be deposited into an account securing the Notes.  Substantially
all  of  these  collections will be applied to the payment of certain fees and
expenses,  such as fees and expenses of the Note trustee, the servicer and the
Note  Insurer,  and  to pay principal and interest on the Notes. Consequently,
the  Company  believes that it is likely that the Notes will be repaid in full
prior  to  their  stated maturity, although no assurances can be given to such
effect.

     The  Company  made  certain  representations and warranties in connection
with  its  contribution  of  Contracts  to  the Trust.  If the interest of the
holders of the Notes or the Note Insurer is materially adversely affected by a
breach of any such representation or warranty with respect to a Contract, then
the  Company  will  be  obligated  to  purchase such Contract from the Trust. 
Similarly,  upon  the  breach  by the Company, in its capacity as servicer, of
certain  covenants regarding the maintenance of liens on the vehicles securing
the  Contracts  or  the  protection  of  the  Noteholder's  and Note Insurer's
interests in the Contracts, then the Company will be obligated to purchase the
Contracts  affected by such breach from the Trust.  Additionally, in the event
of  the  breach of certain representations, warranties and covenants, the Note
Insurer,  and  in  certain cases, the Trustee or the holders of the Notes, can
declare  an  event  of  default  and  accelerate  the  Notes.


<PAGE>

<TABLE>
<CAPTION>

                             PART II - OTHER INFORMATION


ITEM  6.                    EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)          Exhibits:



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

<C>             <S>

          10.1  Letter Agreement, dated August 15, 1996, between the Company and C.
                Fred Jackson.

          10.2  Lease Agreement, dated October 29, 1996, between the Company, as
                Tenant, and Two Galleria Tower Limited, as Landlord.

          10.3  Lease Agreement, dated September 17, 1996, between the Company, as
                Tenant, and Equitable-Crow Tower 2001, Ltd., as Landlord.

          10.4  Promissory Note, dated October 1, 1996, between Jayhawk Medical, as
                borrower, and Nations Bank of Texas, N. A., as lender.

          10.5  Guaranty, dated October 1, 1996, between Jayhawk Medical, as borrower,
                Nations Bank of Texas, N. A., as lender, and Carl H. Westcott, as
                guarantor.

          10.6  Negative Pledge, dated October 1, 1996, between Jayhawk Medical, as
                borrower, and Nations Bank of Texas, N. A., as lender.

            11  Statement re Computation of Per Share Earnings

            27  Financial Data Schedule

</TABLE>


     (b)     Reports on Form 8-K; No reports on Form 8-K were filed during the
quarter  ended  September  30,  1996.


<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.


     JAYHAWK  ACCEPTANCE  CORPORATION


<TABLE>
<CAPTION>

<S>                       <C>  <C>

Date:  November 13, 1996  By:  /s/ C. Fred Jackson
                               ----------------------------------------------------------
                               C. Fred Jackson
                               Senior Vice President, Chief Financial Officer
                               and Treasurer (Principal Financial and Accounting Officer)
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

                                     EXHIBIT INDEX



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

<C>             <S>

          10.1  Letter Agreement, dated August 15, 1996, between the Company and C.
                Fred Jackson.

          10.2  Lease Agreement, dated October 29, 1996, between the Company, as
                Tenant, and Two Galleria Tower Limited, as Landlord.

          10.3  Lease Agreement, dated September 17, 1996, between the Company, as
                Tenant, and Equitable-Crow Tower 2001. Ltd, as Landlord.

          10.4  Promissory Note, dated October 1, 1996, between Jayhawk Medical, as
                borrower, and Nations Bank of Texas, N. A., as lender.

          10.5  Guaranty, dated October 1, 1996, between Jayhawk Medical, as
                borrower, Nations Bank of Texas, N. A., as lender, and Carl H. Westcott,
                as guarantor.

          10.6  Negative Pledge, dated October 1, 1996, between Jayhawk Medical, as
                borrower, and Nations Bank of Texas, N. A., as lender.

            11  Statement re Computation of Per Share Earnings

            27  Financial Data Schedule
</TABLE>