SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
                                QUARTERLY REPORT

                              ---------------------

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                       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 0-20897

                        PACIFICAMERICA MONEY CENTER, INC.
             (Exact name of Registrant as specified in its charter)

           California                                  95-4465729
(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                    Identification Number)

                             21031 Ventura Boulevard
                        Woodland Hills, California 91364
               (Address of Principal Executive Office) (Zip Code)
        Registrant's telephone number, including area code (818) 992-8999


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 _____.

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                       June 30, 1999 and December 31, 1998


                                                  (Unaudited)
                                                    June 30,        December 31,
                                                      1999              1998
                                                  ------------      ------------
Assets

Cash & cash equivalents                           $ 20,320,000      $ 41,811,000
Restricted cash                                         66,000           582,000
Accounts receivable, net                               447,000           132,000
Interest receivable                                    679,000         1,315,000
Receivables from related parties                          --             215,000
Loans receivable, net  (Note 7)                     33,404,000         9,444,000
Loans held for sale, net                            36,993,000        72,814,000
Interest-only strips receivable                    120,908,000       116,628,000
Other real estate owned                                658,000           219,000
Property and equipment, net                          3,932,000         4,421,000
Other assets                                         1,865,000         2,633,000
                                                  ------------      ------------
                                                  $219,272,000      $250,214,000
                                                  ============      ============

Liabilities and Stockholders' Equity

  Thrift certificates payable
    Full-paid certificates                        $102,132,000      $132,618,000
    Installment certificates                        32,531,000        29,692,000
                                                  ------------      ------------
  Total thrift certificates payable                134,663,000       162,310,000
  Accounts payable and accrued expenses              3,409,000         5,003,000
  Accrued interest payable                           4,192,000         3,303,000
  Notes payable                                     54,173,000        52,958,000
  Note payable - related party                         475,000           174,000
  Deferred income taxes, net                         1,027,000         1,185,000
                                                  ------------      ------------
                                                   197,939,000       224,933,000
                                                  ------------      ------------

Stockholders' Equity                                21,333,000        25,281,000
                                                  ------------      ------------
                                                  $219,272,000      $250,214,000
                                                  ============      ============

  See accompanying Notes to Consolidated Financial Statements and Management's
    Discussion and Analysis of Financial Condition and Results of Operations


                                        2

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
              For Three and Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                    Three Months Ended                     Six Months Ended
                                                              -------------------------------       -------------------------------
                                                                 June 30,          June 30,           June 30,           June 30,
                                                                   1999              1998               1999               1998
                                                              ------------       ------------       ------------       ------------
<S>                                                           <C>                <C>                <C>                <C>
Interest Income:
  Interest and fees on loans receivable                       $  2,108,000       $  3,429,000       $  4,218,000       $  6,382,000
  Interest on cash equivalents                                     186,000            133,000            364,000            403,000
                                                              ------------       ------------       ------------       ------------
          Total interest income                                  2,294,000          3,562,000          4,582,000          6,785,000

Interest Expense:
  Interest on thrift certificates greater than $100,000             11,000             33,000             18,000             84,000
  Interest on other thrift certificates                          1,886,000          1,797,000          3,854,000          3,593,000
  Interest on notes payable                                         96,000          1,304,000            174,000          1,573,000
                                                              ------------       ------------       ------------       ------------
          Total interest expense                                 1,993,000          3,134,000          4,046,000          5,250,000

          Net interest income                                      301,000            428,000            536,000          1,535,000
Provision for loan losses                                        1,110,000          1,840,000          1,763,000          3,231,000
                                                              ------------       ------------       ------------       ------------
          Net interest after provision for loan losses            (809,000)        (1,412,000)        (1,227,000)        (1,696,000)
                                                              ------------       ------------       ------------       ------------

Noninterest income:
  Other income                                                     156,000            324,000            453,000            383,000
  Gain on sale of loans                                          3,997,000         27,983,000          7,777,000         50,135,000
                                                              ------------       ------------       ------------       ------------
          Total noninterest income                               4,153,000         28,307,000          8,230,000         50,518,000
                                                              ------------       ------------       ------------       ------------
Noninterest expense:
  General and administrative                                     3,409,000          8,586,000          7,640,000         16,079,000
  Salaries, employee benefits and personnel services             4,242,000          9,641,000          8,774,000         18,458,000
  Depreciation and amortization                                    230,000            241,000            586,000            441,000
  Expenses on real estate acquired in settlement of loans           16,000             35,000             30,000             82,000
  Net (gain) loss on sales of real estate acquired
    in settlement of loans                                            --                7,000              1,000             19,000
                                                              ------------       ------------       ------------       ------------
          Total noninterest expense                              7,897,000         18,510,000         17,031,000         35,079,000
                                                              ------------       ------------       ------------       ------------
          Income (loss) before tax provision                    (4,553,000)         8,385,000        (10,028,000)        13,743,000

  Tax provision (benefit)                                         (497,000)         3,563,000           (821,000)         5,814,000
                                                              ------------       ------------       ------------       ------------
          Net income (loss)                                   $ (4,056,000)      $  4,822,000       $ (9,207,000)      $  7,929,000
                                                              ============       ============       ============       ============

Basic earnings (loss) per share                               $      (0.78)      $       0.95       $      (1.77)      $       1.57

Diluted earnings (loss) per share                             $      (0.78)      $       0.90       $      (1.77)      $       1.48
</TABLE>

  See accompanying Notes to Consolidated Financial Statements and Management's
   Discussion and Analysis of Financial Condition and Results of Operations.


                                        3

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                 For the Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                     Six Months Ended
                                                            ---------------------------------
                                                               June 30,            June 30,
(Increase) Decrease in Cash and Cash Equivalents                 1999                1998
------------------------------------------------            -------------       -------------
<S>                                                         <C>                 <C>
Cash flows from operating activities:
Net income (loss)                                           $  (9,207,000)      $   7,929,000
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
  Depreciation and amortization                                   586,000             441,000
  Provision for loan losses                                     1,763,000           3,231,000
  Marked to market valuation adjustment                           399,000                --
  Provision for OREO losses                                       (25,000)             95,000
  Net (gain) on sales of real estate
    acquired in settlement of loans                                (1,000)            (76,000)
  Proceeds from sale of loans originated for sale             144,019,000         489,834,000
  Origination of loans held for sale                         (132,060,000)       (492,163,000)
Net change in assets and liabilities
  Restricted cash                                                 516,000                --
  Investments                                                        --           (52,268,000)
  Accounts receivable                                            (315,000)          2,189,000
  Related party receivable                                        215,000                --
  Interest receivable                                             636,000             (74,000)
  Interest-only strips receivable                                 718,000        (56,531,000)
  Amortization of interest-only strips receivable                    --             2,214,000
  Other assets                                                    768,000          (1,594,000)
  Accounts payable, accrued expenses,
  interest payable, and deferred taxes payable                   (863,000)          5,071,000
                                                            -------------       -------------
Net cash provided by (used in) operating activities             7,149,000         (91,702,000)
                                                            -------------       -------------

Cash flows from investing activities:
 Proceeds from sale of loans receivable                         1,613,000          14,403,000
 Proceeds from sale of other real estate                          145,000           1,622,000
 Net change in loans receivable                                (4,431,000)         (6,595,000)
 Purchases of property and equipment                              (97,000)         (1,809,000)
                                                            -------------       -------------
Net cash provided by (used in) investing activities            (2,770,000)          7,621,000
                                                            -------------       -------------

Cash flow from financing activities:
  Net change in thrift certificates                           (27,647,000)          3,454,000
  Proceeds from stock issuance                                     61,000           1,038,000
  Proceeds from notes payable                                   1,415,000          20,316,000
  Proceeds from notes payable-related party                       301,000                --
                                                            -------------       -------------
Net cash provided by (used in) financing activities           (25,870,000)         24,808,000
                                                            -------------       -------------

Net (decrease) in cash and cash equivalents                   (21,491,000)        (59,273,000)

Cash and cash equivalents at beginning of period               41,811,000          66,090,000
                                                            -------------       -------------
Cash and cash equivalents at end of period                  $  20,320,000       $   6,817,000
                                                            =============       =============
</TABLE>

  See accompanying Notes to Consolidated Financial Statements and Management's
    Discussion and Analysis of Financial Condition and Results of Operations.


                                        4

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1)   General

     The Company  delayed the  completion  of its financial  statements  for the
quarter ended June 30, 1999, due to a review of the methodology  used by Pacific
Thrift and Loan, the Company's primary operating  subsidiary ("Pacific Thrift"),
to value its interest-only strips receivable. The review was deemed necessary by
the  Company in  response to certain  criticisms  raised by the Federal  Deposit
Insurance  Corporation  ("FDIC") in the loss rate  assumptions used to calculate
the fair value of the asset.  The  Company  ultimately  determined  to  continue
essentially  the same discounted  cash flow  methodology as it has  historically
used to  determine  the fair value of this asset,  after  consultation  with its
independent expert. Using this methodology,  the Company has determined that the
fair value of the interest-only strips receivable has increased by approximately
$890,000 at June 30, 1999 from the  valuation at March 31,  1999.  Users of this
financial  information  should be aware,  however,  that the FDIC  continues  to
disagree with the valuation  methodology  used by Pacific  Thrift,  and the FDIC
notified  Pacific Thrift in October 1999 that it has  determined  based on their
valuation  methodology  under  which it has found the value of Pacific  Thrift's
interest-only  strips  receivable  to be $7.1  million  less than the fair value
determined by the Company. As a result of its valuation, the FDIC has determined
that Pacific Thrift is critically undercapitalized, as further discussed in this
Report under the heading Item 5. Other information. Users are urged to read Item
5. Other Information  regarding the FDIC's valuation of the interest-only strips
receivable   and  the   resulting   downgrade   of  Pacific   Thrift's   capital
classification to "critically undercapitalized" as a result of such valuation.

     The unaudited  financial  information  furnished  herein, in the opinion of
management,  reflects all  adjustments  (all of which are of a normal  recurring
nature) which are necessary to fairly state the  Company's  financial  position,
its  cash  flows  and the  results  of its  operations.  On a  quarterly  basis,
management  determines  if any  adjustments  are  necessary to the recorded fair
value of the interest-only strips receivable based on current market conditions,
including changes in interest rates, real property values, market conditions and
other  factors.  Increases or decreases in the fair value of each  interest-only
strip receivable will be made quarterly if the recorded value of this receivable
differs from the determined fair value of the receivable.  The Company  presumes
that users of the interim financial  information herein have read or have access
to the audited financial statements and Management's  Discussion and Analysis of
Financial  Condition and Results of Operations for the preceding fiscal year and
that the  adequacy  of  additional  disclosure  needed for a fair  presentation,
except in regard to material  contingencies,  may be determined in that context.
Accordingly,  footnote and other disclosures which would substantially duplicate
the  disclosure  contained in the Company's  most recent annual report have been
omitted.   The  interim   financial   information   herein  is  not  necessarily
representative  of  operations  for a full year for  various  reasons  including
changes in interest rates, volume of loans originated and loans paid off.

2)   Adoption of New Accounting Policies

     On January 1, 1999, the Company adopted  Statement of Financial  Accounting
Standards No. 134, Accounting for Mortgage-Backed  Securities Retained After the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise,
(SFAS 134) which is an amendment of FASB Statement No. 65.

     FASB Statement No. 65, Accounting for Certain Mortgage Banking  Activities,
establishes  accounting  and  reporting  standards  for  certain  activities  of
mortgage banking  enterprises and other enterprises that conduct operations that
are  substantially  similar to the  primary  operations  of a  mortgage  banking
enterprise.

     Statement  No. 65, as amended by FASB  Statement  No. 115,  Accounting  for
Certain  Investments  in Debt and Equity  Securities,  and  Statement  No.  125,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities,  requires that after the securitization of a mortgage loan held for
sale, an entity engaged in mortgage  banking  activities  classify the resulting
mortgage-backed  securities as a trading security. This Statement further amends
Statement No. 65 to require that after the securitization of mortgage loans held
for sale,  an  entity  engaged  in  mortgage  banking  activities  classify  the
resulting  mortgage-backed  securities or other  retained  interest based on its
ability  and  intent  to sell or  hold  those  investments.  This  conforms  the
subsequent  accounting  for  securities  retained  after the  securitization  of
mortgage loans by a mortgage banking  enterprise with the subsequent  accounting
for securities  retained after the  securitization of other types of assets by a
non-mortgage banking enterprise.

     In the first quarter on 1999, the Company  reclassified  its  interest-only
strips  receivable,  which arose as a result of the  securitization  of mortgage
loans held for sale,  from the trading  security  category to the  available for
sale category.

     Statement   No.  134  permitted  a  one-time   opportunity   to  reclassify
mortgage-backed  securities  and other  beneficial  interests  from the  trading
category,  without  regard to the  restriction  in paragraph 15 of Statement No.
115.  That  opportunity  was  available  only on the  date  this  Statement  was
initially  applied.  Transfers  from  the  trading  category  that  result  from
implementing this Statement should be accounted for in accordance with paragraph
15(a) of Statement No. 115, that is, the unrealized  gain or loss at the date of
transfer  will have  already  been  recognized  in  earnings  and  should not be
reversed.  Accordingly,  from January 1, 1999,  unrealized  gains and losses for
interest-only  strips  receivable are excluded from earnings and reported as net
amounts in a separate component of stockholders' equity until realized.


                                       5

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


3)   Earnings Per Share

     Basic  earnings  per share is  computed  by  dividing  net  earnings by the
weighted  average number of common stock  outstanding  during the year.  Diluted
earnings per share is computed by dividing net earnings by the weighted  average
number of common stock and potential common stock  outstanding  during the year.
The following table presents the earnings per share data.

<TABLE>
<CAPTION>
                                             Three Months Ended June 30,         Six Months Ended June30,
                                           -----------------------------      -----------------------------
                                               1999              1998             1999              1998
                                           -----------       -----------      -----------       -----------
<S>                                        <C>               <C>              <C>               <C>
     Income (numerator):
     Net income (loss)                     $(4,056,000)      $ 4,822,000      $(9,207,000)      $ 7,929,000
                                           -----------       -----------      -----------       -----------

     Shares (denominator):
     Weighted average common
       shares outstanding for basic
       earnings per share                    5,229,576         5,068,250        5,198,986         5,043,347

     Effect of dilutive common shares
       Subscriber warrants                        --              23,283             --              28,568
       Options                                    --             285,282             --             278,804
                                           -----------       -----------      -----------       -----------

     Diluted common shares                   5,229,576         5,376,815        5,198,986         5,350,719
                                           -----------       -----------      -----------       -----------

     Basic earnings (loss) per
       common share                        $     (0.78)      $      0.95      $     (1.77)      $      1.57
                                           -----------       -----------      -----------       -----------

     Diluted earnings (loss) per
       common share                        $     (0.78)      $      0.90      $     (1.77)      $      1.48
                                           -----------       -----------      -----------       -----------
</TABLE>


                                       6

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


4)   Revenue Recognition

     Gain on sale of  loans  represents  the  difference  between  the  proceeds
(including  premiums) from the sale, net of related  transaction  costs, and the
allocated  carrying  amount of the loans sold. The allocated  carrying amount is
determined  by allocating  the original  amount of loan between the portion sold
and any retained interests  (interest-only  strips  receivable),  based on their
relative fair values at the date of transfer. In addition, gain on sale includes
non-refundable  fees on loans sold and gains or losses on  certain  transactions
structured as an economic hedge.

     Gain on sale of loans  includes the  recognition  of  unrealized  gain that
represents the initial  difference between the allocated carrying amount and the
fair  market  value  of the  interest-only  strips  receivable  at the  date  of
securitization.

     On  April  29,  1999,  Pacific  Thrift  entered  into a  mandatory  forward
commitment  agreement with a nationally known finance lender,  pursuant to which
Pacific  Thrift has agreed to sell to the purchaser an aggregate of $108 to $132
million of home equity loans by November 30, 1999. As of June 30, 1999,  Pacific
Thrift had sold  approximately  $34.6 million of loans under this agreement;  by
October 31, 1999 Pacific  Thrift had sold an aggregate  of  approximately  $96.8
million of loans to this purchaser.

     To the extent  that the total  loans sold by the  expiration  date are less
than  $108  million,  Pacific  Thrift  has  agreed to pay a fee of 0.125% on the
difference between the undelivered balance and $108 million.  The purchase price
for  loans  will be paid in cash on the date of sale,  in an amount  based  upon
specified loan  characteristics,  using a competitive purchase price matrix that
compares favorably to bulk loan sale prices generally available in the secondary
loan market and is expected to be greater than the purchase  price of individual
loan pools sold by the Company in the first quarter of 1999. All loans sold will
meet the purchaser's underwriting guidelines.

     In April 1999,  the FDIC  requested  that the Company obtain an independent
analysis of its  interest-only  strips receivable net of the advance intended to
be repaid from the cash flows derived from such  receivables.  In May 1999,  the
Company obtained the new independent  analysis for the first quarter ended March
31, 1999, as requested by the FDIC, which derived a value by present valuing the
future cash flows after repayment of any outstanding related residual financing.
(Users of this  Report  should  note that the FDIC  notified  Pacific  Thrift in
October 1999 of its disagreement with the valuation  methodology used by Pacific
Thrift to value the  interest-only  strips  receivable,  as  discussed in Item 5
Other  Information.)  This approach differs from the Company's previous practice
which arrived at a value by present valuing all future cash flows without regard
to which portion would repay the residual financing and which portion would then
be available to a willing buyer of the interest-only strips. Management believes
the net of residual financing basis more accurately matches the risks associated
with cash flow  related to the  residual  financing  and its  actual  repayment.
Management  believes  that  most,  if not all of the March 31,  1999  adjustment
relates to 1998 and the change in accounting practice should be accounted for as
a  restatement.  Accordingly,  earnings in prior  periods would be restated such
that the  ending  shareholder  equity at June 30,  1999 would be the same if the
adjustment had been incurred.  The valuation adjustment at June 30, 1999 was $.6
million (net of $.3 million in taxes) and was accounted  for in accordance  with
SFAS #134 and SFAS #115 with an entry to a separate  component of  stockholders'
equity.

     The following table shows actual constant prepayment rates ("CPR") on each
of the following securitization pools and actual annualized losses:

     POOL                     ACTUAL CPR(1)    ASSUMED CPR(2)   ACTUAL LOSSES(3)
     ----                     -------------    -------------    ----------------
     Aames 1996-D(4)              33.2%            27.2%              1.37%
     Advanta 1997-1               32.3%            27.2%              0.91%
     Advanta 1997-2               29.8%            27.1%              0.43%
     Advanta 1997-3               27.2%            27.4%              0.57%
     Advanta 1997-4               27.1%            27.5%              0.53%
     Advanta 1998-1               26.6%            27.6%              0.26%
     Advanta 1998-2               19.8%            27.6%              0.13%
     Advanta 1998-3               17.2%            27.8%              0.09%
     Advanta 1998-4                6.8%            26.9%              0.00%
     Advanta 1999-1               21.2%            27.9%              0.00%
     PacificAmerica 1997-1(4)     27.8%            27.8%              0.15%
     PacificAmerica 1998-1        28.8%            27.7%              0.14%
     PacificAmerica 1998-2        22.3%            27.4%              0.03%

     (1)  Annualized life-to-date actual data for all pools as of June 30, 1999.

     (2)  The  independent  valuation  report  assumes  a CPR  based on a curve.
          Amounts  shown are the terminal  CPR's after the curve has peaked from
          the maximum CPR of as high as 50% in certain pools.

     (3)  Annualized  life-to-date  actual  losses  for all pools as of June 30,
          1999.  Assumed loss rates are 0.90% in all the pools except Aames 96-D
          which is 2.25%.

     (4)  All pools were formed in the quarter of the year in the order in which
          they  are  numbered.   Aames  1996-D  was  formed  in  December  1996.
          PacificAmerica 1997-1 was formed in December, 1997.


                                       7

<PAGE>


               PACIFICAMERICA MONEY CENTER, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


5)   Comprehensive Income (Loss)

     The Company did not have other  components of  comprehensive  income (loss)
other than the net income  (loss) during the three and six months ended June 30,
1999 and 1998. The adjustment of its  interest-only  strips  receivable at March
31, 1999 was not included in comprehensive loss since management believes that a
substantial  portion of the  adjustments  relates to 1998 (Note 4). As a result,
comprehensive income (loss) is the same as net income (loss).

6)   Reclassifications

     Certain  reclassifications  of balances  from prior years have been made to
conform to the current year's reporting format.

7)   Loans Receivable

     The  following is a summary of Loans  Receivable  as of the date  indicated
below:

                                                     6-30-99
                                                 -----------
     Interest bearing loans                      $35,197,000
     Deferred loan fees, net                         (79,000)
     Allowance for loan losses                    (1,714,000)
                                                 -----------
     Total                                       $33,404,000
                                                 ===========

     The following is a summary of Allowance for Loan Losses:

     Balance at 12-31-98                         $  (864,000)
     Additions to reserve                         (1,763,000)
     Charge offs                                     913,000
                                                 -----------
     Balance at 6-30-99                          $(1,714,000)
                                                 ===========


                                       8

<PAGE>


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

     The unaudited interim  consolidated  financial statements should be read in
conjunction  with  the  historical  consolidated  financial  statements  and the
related notes thereto that the Company filed with its Annual Report on Form 10-K
for the year ended December 31, 1998.

     Except for  historical  information  contained  herein,  statements in this
report  are   forward-looking   statements   that  involve   certain  risks  and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Such risks include, among others: Pacific Thrift
has been classified as "critically  undercapitalized" by the FDIC based upon the
FDIC's valuation of the interest-only  strips receivable held by Pacific Thrift,
and  has  further  been  ordered  by  the  California  Department  of  Financial
Institutions  to  correct a net worth  deficiency,  and is  subject  to  further
regulatory action which could be materially adverse to its business,  as further
discussed in Item 5 hereof. The Company's  independent  accountants for the year
ended  December  31, 1998  included an  explanatory  paragraph  indicating  that
certain  matters  raise  substantial  doubt  about the ability of the Company to
continue as a going  concern.  The Company  currently is unable to repay certain
existing indebtedness owed to Merrill Lynch in accordance with its terms and may
be unable to repay certain  additional  existing  indebtedness  which matures in
January  2000.  The Company has a high  concentration  of  interest-only  strips
receivable  and  has a risk of loss  on  such  interest-only  strips  receivable
resulting  from  differences  between  actual and  assumed  prepayments  or loss
experience.  See  Item 5 Other  Information  in  this  Report  and  See  Item 7.
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  Risk  Factors" in the  Company's  Annual Report on Form 10-K for the
year ended December 31, 1998, for a more complete description of these factors.

Financial Condition

     Total consolidated  assets of the Company decreased $30.9 million, or 12.4%
to $219.3 million at June 30, 1999 from $250.2 million at December 31, 1998. The
decrease  was due  primarily  from a decrease in cash and cash  equivalents  and
loans held for sale,  partially  offset by an increase in loans  receivable  and
interest-only  strips  receivable.  Cash and cash  equivalents  decreased  $21.5
million,  or 51.4%,  to $20.3  million at June 30,  1999 from  $41.8  million at
December 31, 1998. Loans receivable  increased $24.0 million, or 255.3% to $33.4
million at June 30, 1999 from $9.4 million at December 31, 1998 due primarily to
a  transfer  of loans  held for sale to loans  receivable.  Loans  held for sale
decreased $35.8 million,  or 49.2%, to $37.0 million at June 30, 1999 from $72.8
million at December 31, 1998 due primarily to transfer to loans  receivable from
loans  held for sale.  Total  interest-only  strips  receivable  increased  $4.3
million,  or 3.7% to $120.9  million at June 30,  1999,  from $116.6  million at
December 31, 1998,  primarily due to a change in the accounting practice used to
value that portion of the estimated  future cash flows from the receivable which
is anticipated to be used to pay down advances  received by the Company  related
to these  receivables,  until such time as the advances  are repaid.  Consistent
with an  independent  report  obtained  by the Company in May 1999 for the first
quarter ended March 31, 1999  concerning  the present value  calculation  of the
estimated  future cash flows from the  interest-only  strips  receivable  net of
repayment of advances,  the Company has taken a discount rate on that portion of
the  anticipated  cash flows which will be used to repay  advances  equal to the
interest rate accrued on advances  which the Company  expects to repay with cash
flow from the receivables. This has resulted in a reduction of the discount rate
applied to that portion of the  receivables  from 15% (as used to determine  the
value of the gross  interest-only  strips  receivable at December 31, 1998) to a
discount  rate on that  portion of the cash  flows to be used to repay  advances
equal to the actual interest rates charged on those advances (ranging from LIBOR
plus 1.0% to LIBOR plus 2.5%,  and a small portion which bears interest at 12.5%
per annum) and a discount rate of 15% on that portion of the cash flow which the
Company expects to receive after advances have been repaid.  Management believes
the net of residual financing basis more accurately matches the risks associated
with cash flow related to the residual financing and it's actual repayment.

     On  a  quarterly  basis,  management  determines  if  any  adjustments  are
necessary  to the recorded  fair value of the  interest-only  strips  receivable
based on current market  conditions,  including  changes in interest rates, real
property values, market conditions and other factors.  Increases or decreases in
the fair value of each interest-only  strip receivable will be made quarterly if
the recorded value of this receivable  differs from the determined fair value of
the receivable.  Consistent with the  independent  valuation  report received in
October 1999 for the second  quarter ended June 30, 1999,  the fair value of the
interest-only  strips  receivable  increased by $.9 million.  In accordance with
SFAS No. 134 and SFAS No. 115, the net of tax amount of $.6 million was recorded
to a separate component of stockholders' equity.

     Total liabilities  decreased $27.0 million,  or 12.0%, to $197.9 million at
June 30, 1999 from $224.9  million at December  31,  1998,  due to  decreases in
thrift  certificates  outstanding  partially  offset  by an  increase  in  notes
payable. Thrift certificates decreased $27.6 million, or 17.0% to $134.7 million
at June 30, 1999 from $162.3 million at December 31, 1998. Management of Pacific
Thrift has sought to reduce outstanding  thrift  certificates to improve Pacific
Thrift's capital ratios in accordance with certain regulatory orders. See Item 5
Other  Information and see the Company's Annual Report on Form 10-K for the year
ended  December 31,  1998,  Item 1.  "Business -  Supervision  and  Regulation -
Regulatory  Actions".  Notes payable  increased $1.2 million,  or 2.3%, to $54.2
million at June 30, 1999 from $53.0 million at December 31, 1998.

     Total  stockholders'  equity  decreased  $4.0 million,  or 15.8%,  to $21.3
million at June 30, 1999 from $25.3  million at December  31,  1998,  reflecting
primarily the net loss from operations of $9.2 million in the first


                                       9

<PAGE>


six months of 1999,  offset by the change in value of the  interest-only  strips
receivable as discussed above.

Results of Operations

General

     The Company reported a net loss of $4.1 million,  $(0.78) basic and diluted
loss per share,  for the quarter ended June 30, 1999. For the comparable  period
of 1998, the Company  reported net income of $4.8 million,  $0.95 basic earnings
per share and $0.90  diluted  earnings per share.  For the six months ended June
30, 1999,  the Company  reported a net loss of $9.2  million,  $(1.77) basic and
diluted  loss per share.  For the  comparable  six months of 1998,  the  Company
reported net income of $7.9  million,  $1.57 basic  earnings per share and $1.48
diluted  earnings per share. The decrease in net income was primarily due to the
decrease in gain on sale of loans for the quarter and six months  ended June 30,
1999,  partially offset by a decrease in noninterest  expense.  Loans originated
for sale decreased  $225.6  million,  or 78.7%, to $61.0 million for the quarter
ended June 30, 1999 from $286.6 million for the quarter ended June 30, 1998, and
decreased  $360.1 million,  or 73.2%, to $132.1 million for the six months ended
June 30,  1999.  These  reductions  were from $492.2  million for the six months
ended June 30,  1998.  The  decrease  was  primarily  due to the  closure of the
Company's  wholesale  operation in October 1998. Gain on sale of loans decreased
$24.0  million,  or 85.7% to $4.0  million for the quarter  ended June 30, 1999,
from $28 million for the quarter ended June 30, 1998 and decreased by $42.3,  or
84.4%,  to $7.8  million  for the six  months  ended June 30,  1999,  from $50.1
million for the six months ended June 30, 1998,  due  primarily to the reduction
in loan origination  resulting from the closure of the wholesale  division,  the
change in the  Company's  secondary  marketing of loans from  securitization  to
whole loan sales in 1999 and a general  decline in whole loan sale prices  which
began in the third quarter of 1998. Noninterest expense decreased $10.6 million,
or 57.3%, to $7.9 million for the quarter ended June 30, 1999 from $18.5 million
for the quarter ended June 30, 1998, and decreased by $18.1 million, or 51.6% to
$17.0  million for the six months ended June 30, 1999 from $35.1 million for the
six months ended June 30, 1998. This decrease was also due to the closure of the
Company's wholesale operation in October 1998.

Net Interest Income

     Total interest income decreased $1.3 million, or 36.1%, to $2.3 million for
the quarter ended June 30, 1999 from $3.6 million for the quarter ended June 30,
1998 and decreased $2.2 million,  or 32.4% to $4.6 for the six months ended June
30,  1999  from  $6.8  million  at June  30,  1998 due to the  decrease  in loan
originations.  Total interest expense decreased $1.1 million,  or 35.5%, to $2.0
million  for the quarter  ended June 30, 1999 from $3.1  million for the quarter
ended June 30, 1998, and decreased by $1.3 million, or 24.5% to $4.0 million for
the six months  ended June 30, 1999 from $5.3  million for the six months  ended
June 30, 1998 due the payoff in the warehouse  line of credit and a reduction in
thrift deposits.  Net interest income before provision for loan losses decreased
$0.1 million, or 25.0%, to $0.3 million for the quarter ended June 30, 1999 from
$0.4 million for the quarter  ended June 30, 1998 and decreased by $1.0 million,
or 66.7% to $0.5  million  for the six  months  ended  June 30,  1999  from $1.5
million for the six months ended June 30, 1998.

Provision for Loan Losses

     The provision for loan losses  decreased  $0.7 million,  or 38.9%,  to $1.1
million for the quarter  ended June 30, 1999,  from $1.8 million for the quarter
ended June 30, 1998 and decreased by $1.4 million,  or 43.8% to $1.8 million for
the six months  ended June 30, 1999 from $3.2  million for the six months  ended
June 30, 1998. The total  allowance for loan losses was $1.7 million at June 30,
1999,  compared  to $.9  million at  December  31,  1998.  The  adequacy  of the
allowance  for loan losses is based on a variety of factors,  including the size
of the  Company's  loan  portfolio,  which does not include loans held for sale,
loan  classifications and underlying loan collateral values, and is not directly
proportional  to the  level  of  nonperforming  portfolio  loans.  The  ratio of
nonaccrual  portfolio  loans  past due 90 days or more ($4.6  million)  to total
portfolio loans ($35.2 million) was 13.1% at June 30, 1999,  compared to a ratio
of 21.9% of  nonaccrual  loans past due 90 days or more ($2.3  million) to total
portfolio  loans ($10.5 million) at December 31, 1998. The decrease in the ratio
was caused by an increase in portfolio loans partially offset by the increase in
nonaccrual loans.


                                       10

<PAGE>


Noninterest Income

     Total noninterest income decreased $24.1 million, or 85.2%, to $4.2 million
for the  quarter  ended June 30, 1999 from $28.3  million for the quarter  ended
June 30, 1998 and decreased by $42.3  million,  or 83.8% to $8.2 million for the
six months ended June 30, 1999 from $50.5  million for the six months ended June
30,  1998.  The primary  source of  noninterest  income is gain on sale of loans
originated for sale,  which decreased  $24.0 million,  or 85.7%, to $4.0 million
for the quarter  ended June 30, 1999 from $28 million for the quarter ended June
30, 1998, and decreased by $42.3  million,  or 84.4% to $7.8 million for the six
months ended June 30, 1999 from $50.1  million for the six months ended June 30,
1998 due to the decrease in volume of loans sold in 1999 which was primarily due
to the closure of the Company's wholesale operation in October 1998.

Noninterest Expense

     Noninterest  expense decreased by $10.6 million,  or 57.3%, to $7.9 million
for the  quarter  ended June 30, 1999 from $18.5  million for the quarter  ended
June 30, 1998, and decreased by $18.1 million, or 51.6% to $17.0 million for the
six months ended June 30, 1999 from $35.1  million for the six months ended June
30, 1998 due primarily to decreases in salaries, employee benefits and personnel
services and general and  administrative  expenses related to the closure of the
Company's wholesale operation in October 1998.  Salaries,  employee benefits and
personnel  services  decreased $5.4 million,  or 56.3%,  to $4.2 million for the
quarter  ended June 30, 1999 from $9.6  million  for the quarter  ended June 30,
1998 and decreased by $9.7 million,  or 52.4% to $8.8 million for the six months
ended June 30, 1999 from $18.5  million for the six months  ended June 30, 1998.
General and administrative  expenses,  which includes rent,  appraisal fees, and
telemarketing  costs,  decreased $5.2 million, or 60.5%, to $3.4 million for the
quarter  ended June 30, 1999,  from $8.6 million for the quarter  ended June 30,
1998 and decreased by $8.5 million,  or 52.8% to $7.6 million for the six months
ended June 30, 1999 from $16.1 million for the six months ended June 30, 1998.

Provision for Income Taxes

     For the quarter ended June 30, 1999 there was an income tax benefit of $0.5
million  versus an income tax  provision of $3.6  million for the quarter  ended
June 30, 1998 and for the six months ended June 30, 1999 there was an income tax
benefit of $0.8 million versus an income tax expense of $5.8 million for the six
months ended June 30, 1998.

     The ability to utilize an income tax benefit is dependent up in the ability
of the Company to earn net income against which to offset net operating  losses.
Accordingly,  the Company must have a reasonable expectation of earning a profit
in order to report income tax benefit from net operating losses. There can be no
assurance  that the Company will operate at a profit or the Company will be able
to realize an income tax benefit from net operating losses. As of June 30, 1999,
the Company has a valuation  reserve of $3.4  million  against its  deferred tax
assets.

Liquidity and Capital Resources

     The  primary  sources  of  the  Company's   liquidity  are  cash  and  cash
equivalents  maintained by Pacific Thrift in connection with its  deposit-taking
activities  and proceeds  from sale of loans.  At June 30,  1999,  cash and cash
equivalents  totaled  $20.3  million  compared to $41.8  million at December 31,
1998.

     Management  of Pacific  Thrift is able to regulate the inflow of funds from
thrift  certificates  by adjusting  interest rates to amounts  slightly above or
below prevailing rates. In the second quarter of 1999,  Pacific Thrift increased
the  outflow of funds from thrift  certificates,  thereby  resulting  in a $27.6
million  decrease in outstanding  thrift  certificates to $134.7 million at June
30, 1999 from $162.3 million at December 31, 1998.

     Pacific  Thrift is subject  to  certain  leverage  and  risk-based  capital
adequacy standards  applicable to FDIC-insured  institutions.  At June 30, 1999,
Pacific  Thrift  was  classified  as  critically   undercapitalized  under  FDIC
regulations. See Item 5 Other Information in this Report.

     As indicated in the  Statements of Cash Flows,  the Company  generated $7.1
million in cash from operating activities,  primarily for the proceeds from sale
of loans held for sale,  from January 1, 1999 through June 30, 1999. The Company
used $2.8  million from  investing  activities,  primarily  from the increase of
loans receivable,  and used $25.9 million from financing  activities,  primarily
from the decrease in thrift certificates,  from January 1, 1999 through June 30,
1999.

Year 2000 Compliance Information

     Pacific Thrift has prepared a Year 2000 Project Plan which will be used for
all  computer-related  systems of the Company as a whole.  The plan provides for
four phases of implementation:  assessment,  renovation, testing and contingency
planning.  The  Company  has  completed  all  phases of the plan  including  the
contingency planning phase which was completed by September 30, 1999.


                                       11

<PAGE>

     An internal audit of the Year 2000 Project was completed in July, 1999.

     The  Company  has  budgeted a total of $40,000  to  complete  its Year 2000
Project Plan,  and does not anticipate  that total expenses  necessary to become
Year 2000 compliant will be material.

     On March 1, 1999,  Pacific Thrift entered into a stipulation and consent to
an order  issued by the FDIC  related  to Year 2000  readiness  (the  "Year 2000
Order"), the terms of which are described in the Company's Annual Report on Form
10-K for the year ended  December 31, 1998 under the heading  Item 1.  "Business
--Supervision and Regulation - Regulatory Actions". The FDIC has determined that
Pacific Thrift has satisfactorily complied with the terms of the Year 2000 order
as of July 1999.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     There has been no material change in the Company's  disclosure about market
risk.  See the Company's  Annual Report on Form 10-K for the year ended December
31, 1998,  Item 7A -  "Quantitative  and  Qualitative  Disclosures  about Market
Risk."


                                       12

<PAGE>


PART II OTHER INFORMATION

Item 1.   Legal Proceedings.

          For  the  quarter  ended  June  30,  1999,   there  were  no  material
          developments in litigation.

Item 2.   Changes in Securities.

          None.

Item 3.   Defaults Upon Senior Securities.

          None.

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

          None.

Item 5.   Other Information.

          On  September  15,  1999,  Pacific  Thrift  received an order from the
          California  Department of Financial  Institutions  ("DFI") that, based
          upon  financial  statements  submitted by Pacific Thrift for the month
          ended August 31, 1999,  Pacific Thrift had a net capital deficiency of
          approximately  $1.9 million  under Section  18415.3 of the  California
          Financial Code. On August 31, 1999,  Pacific Thrift had a net worth of
          approximately  $6.6 million  (before any regulatory  adjustment of its
          interest-only   strips   receivable)  and   outstanding   deposits  of
          approximately $128 million. The DFI ordered Pacific Thrift to achieve,
          by November 17, 1999, and  thereafter to maintain,  a net worth of not
          less  than  100% of the  aggregate  amount  of its  total  outstanding
          deposits,  divided by 15 (its permitted deposit ratio). In response to
          the  Order,  Pacific  Thrift  has been  steadily  reducing  its  total
          outstanding  balance of  deposits;  however,  Pacific  Thrift does not
          currently  anticipate  that it will  meet the  terms  of the  order by
          November 17, 1999.  Pacific  Thrift intends to request an extension of
          time to meet the terms of the Order, but there is no assurance that it
          will  receive  an  extension  of time  from the DFI.  Section  18415.3
          provides  that, if the company fails to cure the net worth  deficiency
          within the specified  time,  not to exceed 120 days,  the DFI may take
          possession of the company's  property and business.  If the deficiency
          is not cured within 120 days of the order, the DFI is required to take
          possession of the company's property and business.

          On October 19, 1999,  Pacific Thrift  received  notification  from the
          FDIC that, as a result of an adverse  classification rating of certain
          interest-only  strips  receivable made by the FDIC,  Pacific  Thrift's
          capital    classification   had   been   downgraded   to   "critically
          undercapitalized."   The  adverse   classification   rating  is  based
          primarily upon the FDIC's disagreement with the valuation  methodology
          utilized  by the  Company  and its  independent  experts.  The Company
          believes  that  all  aspects  of  its  valuation  methodology  are  in
          accordance with FASB 125, and that, based upon the analysis  performed
          quarterly by its  independent  expert,  the Company's  assumptions and
          discount  rate  are  substantially  similar  to  the  assumptions  and
          discount rate utilized by most other public  companies in the subprime
          lending   industry.   The  FDIC's   valuation   of  Pacific   Thrift's
          interest-only  strips receivable is essentially $7.1 million less than
          the  Company's  valuation of those  assets as of March 31,  1999.  The
          Company disagrees with the valuation of the interest-only  strips made
          by the FDIC,  but the FDIC is not  required  to accept  the  Company's
          valuation  of the  interest-only  strips  receivable,  and the capital
          classification  of Pacific  Thrift is based upon the  findings  of the
          FDIC. Under the prompt  corrective  action provisions of Section 38 of
          the Federal Deposit  Insurance Act, 12 U.S. C. Section 1831o, the FDIC
          is required to place Pacific Thrift in receivership  not later than 90
          days after Pacific  Thrift's  receipt of the  notification  unless the
          FDIC  determines  that a different  action  would better carry out the
          purposes of the prompt corrective provisions of the Act.

          On October 21, 1999, at the request of Pacific  Thrift,  a meeting was
          held with  representatives of Pacific Thrift, the FDIC and the DFI, to
          discuss  Pacific  Thrift's  plans to comply  with the terms of the DFI
          Order and the FDIC capital classification notification. Pacific Thrift
          informed its regulators that it is seeking to enter into a transaction
          with  one or  more  investors  that  would  result  in a  sale  of the
          interest-only  strip  assets  by  Pacific  Thrift  and a  simultaneous
          investment  of  approximately  $10  million of new  capital in Pacific
          Thrift.  As of the date of this  report,  Pacific  Thrift is  pursuing
          discussions  with  potential  investors,  but it has not  received any
          commitments  as of this date.  There can be no assurance  that Pacific
          Thrift  will  succeed in raising  additional  capital  within the time
          required under either the DFI Order or the Act.  Management of Pacific
          Thrift believes that, if it has obtained a commitment from one or more
          investors  prior to November  17, 1999 it may receive an  extension of
          time  from  the DFI and the FDIC to allow  it to  complete  a  pending
          transaction.  There can be no assurance,  however, that Pacific Thrift
          will receive a commitment to complete a  transaction,  or that it will
          complete a transaction, within the time required by its regulators.

          The Company and Pacific Thrift have entered into an engagement  letter
          with Murphy Noell  Capital,  a private  investment  banking  firm,  to
          assist them in soliciting  potential  investors in Pacific Thrift.  If
          Murphy  Noell  Capital  is  successful  in  completing   one  or  more
          transactions,  it will be entitled to success  fees equal to 6% of the
          amount of capital raised for Pacific thrift, 2% of any debt financing,
          or 1.25% of any  assets  sold by the  Company or  Pacific  Thrift.  In
          addition  the  Company  and  Pacific  Thrift have agreed to pay Murphy
          Noell an aggregate weekly retainer of $10,000,  to be credited against
          any success fees in excess of $150,000. There can be no assurance that
          Murphy Noell will be  successful  in assisting  the Company or Pacific
          Thrift to complete any transaction.


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

          (a)  Exhibit 27 - Financial Data Schedule

          (b)  Reports on Form 8-K. None.


                                       13

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  Report  to be  signed  on  its  behalf  by the
undersigned, thereunto duly authorized, on November 3, 1999.


                                        PACIFICAMERICA MONEY CENTER, INC.
                                        (Registrant)



November 3, 1999                             JOEL R. SCHULTZ
                                             -------------------------------
                                             Joel R. Schultz,
                                             President



November 3, 1999                             JOHN P. THACKER
                                             -------------------------------
                                             John P. Thacker,
                                             Chief Financial Officer


                                       14