<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

          [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                 (For the Quarterly Period ended March 31, 1997)

                                       OR

          [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
          For transition period from ________________to_______________

                        Commission File Number:  0-24286


                               EAGLE FINANCE CORP.
              ----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            DELAWARE                                     36-2464365
-------------------------------            -----------------------------------
(State or other jurisdiction of            (IRS Employer Identification Number)
incorporation or organization)

1425 TRI-STATE PARKWAY, GURNEE, ILLINOIS                           60031-4060
----------------------------------------                           ----------
(Address of principal executive offices)                           (Zip Code)

                                   (847) 855-7150
               --------------------------------------------------
              (Registrant's telephone number, including area code)



     Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes    X     No       
                                                      ---        ---

     Indicate the number of shares outstanding of each of the Issuer's 
classes of common stock as of the latest practicable date:

10,000,000 shares of common stock, $0.01 par value per share, were authorized 
and 4,189,100 shares were issued and outstanding as of March 31, 1997.

<PAGE>

                              EAGLE FINANCE CORP.

                                 FORM 10-Q

                           ________________________

                              TABLE OF CONTENTS
                           ________________________

                                                                       PAGE
                                                                     NUMBER
                                                                     ------
                        PART I.  FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

          Balance Sheets . . . . . . . . . . . . . . . . . . . . . .   3

          Statements of Income . . . . . . . . . . . . . . . . . . .   4

          Statements of Changes in Stockholders' Equity  . . . . . .   5

          Statements of Cash Flows   . . . . . . . . . . . . . . . .   6

          Notes to Financial Statements  . . . . . . . . . . . . . .   7

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS  . . . . . .   9

                        PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . .   19

Item 2.   CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . .   19

Item 3.   DEFAULTS UPON SENIOR SECURITIES   . . . . . . . . . . . .   19

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF
          SECURITY HOLDERS  . . . . . . . . . . . . . . . . . . . .   19

Item 5.   OTHER INFORMATION   . . . . . . . . . . . . . . . . . . .   20

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K  . . . . . . . . . . . .   20

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  S-1

                                       2

<PAGE>
             

                              EAGLE FINANCE CORP.

                                 BALANCE SHEETS
               AS OF MARCH 31, 1997 AND 1996 AND DECEMBER 31, 1996
                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
                                                    MARCH 31,            DECEMBER 31,
                                             ------------------------   -------------
                                                1997          1996           1996
                                             -----------  ------------    -----------
<S>                                          <C>          <C>             <C>
Finance receivables, net . . . . . . . . .   $43,458,745  $135,862,572    $54,663,926
Nonrefundable acquisition discount . . . .    (2,740,780)   (5,822,802)    (1,443,164)
Allowance for credit losses  . . . . . . .    (4,389,950)  (12,007,705)    (6,045,514)
                                             -----------  ------------    -----------
                                              36,328,015   118,032,065     47,175,248
Finance receivables held for sale, net . .    19,213,406            --             --
Excess servicing receivable  . . . . . . .       847,909            --      1,050,590
Cash . . . . . . . . . . . . . . . . . . .     2,621,761     1,693,422      1,271,594
Money market investments . . . . . . . . .       545,000       545,000        552,651
Prepaid expenses and debt issuance costs .     1,272,154     1,145,756      1,554,082
Repossessed or titled assets . . . . . . .     2,912,348     4,447,186      4,249,443
Income tax receivable  . . . . . . . . . .     3,872,346            --      4,732,346
Deferred income tax benefit  . . . . . . .     1,004,912     4,136,270      1,004,912
Other assets . . . . . . . . . . . . . . .     2,544,289     1,385,471      2,176,696
                                             -----------  ------------    -----------
                                             $71,162,140  $131,385,170    $63,767,562
                                             -----------  ------------    -----------
                                             -----------  ------------    -----------
 
                        LIABILITIES AND STOCKHOLDERS' EQUITY
 
Senior debt  . . . . . . . . . . . . . . .   $41,689,262  $ 92,662,901    $32,827,893
Subordinated debt  . . . . . . . . . . . .    17,628,231    18,086,706     17,977,720
Accrued interest . . . . . . . . . . . . .       252,811       732,341        468,533
Accrued income tax payable . . . . . . . .         1,910       710,644             --
Accounts payable and accrued liabilities .     2,509,690     3,112,618      1,893,737
Unearned insurance commissions . . . . . .         3,836        42,220          5,158
Dealer reserves  . . . . . . . . . . . . .       276,681       295,152        286,783
                                             -----------  ------------    -----------
Total liabilities  . . . . . . . . . . . .    62,362,421   115,642,582    253,459,824
Stockholders' equity:                                           
Preferred Stock, authorized 3,000,000 shares;
  none issued  . . . . . . . . . . . . . .            --            --             --
Common Stock:  $.01 par value, authorized 
  10,000,000 shares, issued and 
  outstanding 4,189,100 shares . . . . . .        41,891        41,891         41,891
Additional paid-in capital . . . . . . . .    13,514,422    13,514,422     13,514,422
Retained earnings  . . . . . . . . . . . .    (4,756,594)    2,186,275     (3,248,575)
                                             -----------  ------------    -----------
Total stockholders' equity . . . . . . . .     8,799,719    15,742,588     10,307,738
                                             -----------  ------------    -----------
                                             $71,162,140  $131,385,170   $ 63,767,562
                                             -----------  ------------    -----------
                                             -----------  ------------    -----------
</TABLE>
                  See accompanying notes to financial statements.

                                       3

<PAGE>

                              EAGLE FINANCE CORP.

                             STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                 (Unaudited)


                                             THREE MONTHS ENDED MARCH 31,
                                             ----------------------------
                                                 1997             1996
                                             ------------     ------------
Interest income:
   Interest and fee income                   $ 3,427,589      $ 8,080,506
   Interest expense                           (1,450,326)      (2,388,923)
                                             -----------      -----------
Net interest income                            1,977,263        5,691,583
Provision for credit losses                     (375,000)      (2,696,000)
                                             ------------     ------------
Net interest income after provision for 
 credit losses                                 1,602,263        2,995,583
Other income:
   Servicing income                              780,455          677,377
   Insurance commissions                           2,410           21,235
                                             ------------     ------------
Total other income                               782,865          698,612
Income before operating expenses               2,385,128        3,694,195
Operating expenses:
   Salaries and related costs                  2,035,145        1,743,945
   Other operating expenses                    1,858,002        1,811,799
                                             ------------     ------------
Total operating expenses                       3,893,147        3,555,744
                                             ------------     ------------
Income (loss) before income taxes             (1,508,019)         138,451
Applicable income taxes                               --           52,200
                                             ------------     ------------
Net income (loss)                            $(1,508,019)     $    86,251
                                             ------------     ------------
                                             ------------     ------------
Per share data:
  Net income (loss) per common share
   (primary)                                      $(0.36)           $0.02
  Net income (loss) per common share
   (fully diluted)                                $(0.36)           $0.02
  Average number of common shares
   outstanding (primary)                       4,189,100        4,304,000
  Average number of common shares
   outstanding (fully diluted)                 4,189,100        4,304,000


                  See accompanying notes to financial statements.

                                       4

<PAGE>

                                 EAGLE FINANCE CORP.

                      STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                        (Unaudited)
 
                                             THREE MONTHS ENDED MARCH 31,
                                             ----------------------------
                                                1997             1996
                                             -----------      -----------
Common stock: 
   Balance at beginning of period            $    41,891      $    41,800
   Stock options exercised                            --               91
                                             -----------      -----------
                                                  41,891           41,891
                                             -----------      -----------
Additional paid-in capital: 
  Balance at beginning and end of period      13,514,422       13,514,422

Retained earnings:                                              
   Balance at beginning of period             (3,248,575)       2,100,024
   Net income                                 (1,508,019)          86,251
                                             -----------      -----------
                                              (4,756,594)       2,186,275
                                             -----------      -----------
Total stockholders' equity                   $ 8,799,719      $15,742,588
                                             -----------      -----------
                                             -----------      -----------


                   See accompanying notes to financial statements.

                                       5

<PAGE>

                              EAGLE FINANCE CORP.

                           STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (Unaudited)
 
                                               THREE MONTHS ENDED MARCH 31,
                                               ----------------------------
                                                  1997             1996
                                             ------------     -------------

Cash flows from operating activities:
  Net income                                 $(1,508,019)     $    86,251
  Adjustments to reconcile net income to 
    net cash provided by (used in) 
    operating activities:
    Provision for credit losses                  375,000        2,696,000
    Net finance receivable (charge-offs) 
      recoveries against allowance            (2,030,564)      (1,496,130)
    Decrease (increase) in:
      Prepaid expenses                            71,136          (44,705)
      Excess servicing receivable                202,681               --
      Repossessed or titled assets             1,337,095          (18,046)
      Other assets                              (367,593)        (132,425)
      Income tax receivable                      860,000               --
    Increase (decrease) in:
      Accrued interest                          (215,722)         229,507
      Accrued income tax                           1,910           27,500
      Accounts payable and accrued liabilities   615,953          (67,710)
      Unearned insurance commissions              (1,322)          (3,895)
      Dealer reserves                            (10,102)           2,288
      Nonrefundable acquisition discount       1,297,616       (3,605,350)
                                             ------------     -------------
Net cash provided by (used in) 
   operating activities                          628,069       (2,326,715)
                                             ------------     -------------
Cash flows from investing activities:
  Purchase of investments                          7,651               --
  Proceeds from bulk sale/securitization 
    of vehicle retail installment notes               --       12,811,872
  Principal collected on finance receivables   6,163,794       14,839,243
  Finance receivables originated or acquired 
    (net of write-offs)                      (14,172,019)     (17,794,821)
                                             ------------     -------------
Net cash provided by (used in) 
  investing activities                        (8,000,574)       9,856,294
                                             ------------     -------------
Cash flows from financing activities:
  Proceeds from draws on bank lines            9,637,282       16,580,583
  Repayments of borrowings                            --      (24,530,583)
  Debt to affiliate                             (775,913)         (38,656)
  Proceeds from issuance of other debt            43,054           41,408
  Repayment of other debt                       (392,543)              --
  Debt issuance costs                            210,792           41,874
                                             ------------     -------------
Net cash provided by (used in) 
 financing activities                          8,722,672       (7,905,374)
                                             ------------     -------------
Cash, net change                               1,350,167         (375,795)
Cash at beginning of period                    1,271,594        2,069,217
                                             ------------     -------------
Cash at end of period                       $  2,621,761     $  1,693,422
                                             ------------     -------------
                                             ------------     -------------
Supplemental cash flow disclosures - 
  cash paid during the period for:
 Interest                                  $  1,666,048      $  2,102,984
 Income taxes and Illinois replacement tax $      1,910      $     24,700


                     See accompanying notes to financial statements.

                                       6

<PAGE>

                                 EAGLE FINANCE CORP.

                            NOTES TO FINANCIAL STATEMENTS


1.   The financial statements of Eagle Finance Corp., a Delaware corporation 
(the "Company"), are unaudited, but in the opinion of management reflect all 
necessary adjustments, consisting only of normal recurring accruals, for a 
fair presentation of results as of the dates and for the periods covered by 
the financial statements. The results for the interim periods are not 
necessarily indicative of the results of operations that may be expected for 
the fiscal year.  Management suggests that the unaudited interim financial 
statements contained herein be read in conjunction with the financial 
statements and the accompanying notes to the financial statements included in 
the Company's 1996 Annual Report on Form 10-K. 

2.   Net income per common share amounts are based on the weighted average 
number of common shares and common stock equivalents outstanding as reflected 
on Exhibit 11 to this Quarterly Report on Form 10-Q.

3.   As of January 1, 1997, the Company adopted Financial Accounting 
Standards Board Statement ("FASB") No.  125, "Accounting for Transfers and 
Servicing of Financial Assets and Extinguishments of Liabilities" 
("FASB 125").  FASB 125 is effective for transfers and servicing of financial 
assets and retirements of liabilities occurring after December 31, 1996, and 
is to be applied prospectively.  FASB 125 provides accounting and reporting 
standards for transfers and servicing of financial assets and retirements of 
liabilities based on consistent application of a financial components 
approach that focuses on control.  It distinguishes transfers of financial 
assets that are sales from transfers that are secured borrowings.  Adoption 
of FASB 125 is not expected to have a material impact on the Company's 
financial position, results of operations or liquidity.

4.   In February 1997, FASB Statement No. 128, "Earnings Per Share" 
("FASB 128"), was issued. FASB 128 supersedes APB Opinion No. 15, Earnings 
Per Share and specifies the computation, presentation, and disclosure 
requirements for earnings per share (EPS) for entities with publicly held 
common stock or potential common stock.  FASB 128 was issued to simplify the 
computation of EPS and to make the U.S. standard more compatible with the EPS 
standards of other countries and that of the International Accounting 
Standards Committee.  It replaces the presentation of primary EPS with a 
presentation of basic EPS and fully diluted EPS with diluted EPS.  It also 
requires dual presentation of basic and diluted EPS on the face of the income 
statement for all entities with complex capital structures and requires a 
reconciliation of the numerator and denominator of the basic EPS computation 
to the numerator and denominator of the diluted EPS computation.

     Basic EPS, unlike primary EPS, excludes dilution and is computed by 
dividing income available to common stockholders by the weighted-average 
number of common shares outstanding for the period.  Diluted EPS reflects the 
potential dilution that could occur if securities or other contracts to issue 
common stock were exercised or converted into common stock or resulted in the 
issuance of common stock that then shared in the earnings of the entity.  
Diluted EPS is computed similarly to fully diluted EPS under APB 15.

     FASB 128 is effective for financial statements for both interim and 
annual periods ending after December 15, 1997.  Earlier application is not 
permitted (although pro forma EPS disclosure in the footnotes for periods 
prior to required adoption is permitted).  After adoption, all prior-period 
EPS data presented shall be restated to conform with FASB 128.  Although no 
assurances can be provided, the 

                                       7

<PAGE>

Company does not expect adoption of FASB 128 to have a significant impact on 
the Company's financial statements.



THIS REPORT MAY CONTAIN CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING 
OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF 
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THE COMPANY INTENDS SUCH 
FORWARD-LOOKING STATEMENTS TO BE COVERED BY THE SAFE HARBOR PROVISIONS FOR 
FORWARD-LOOKING STATEMENTS CONTAINED IN THE PRIVATE SECURITIES REFORM ACT OF 
1995, AND IS INCLUDING THIS STATEMENT FOR PURPOSES OF INDICATING SUCH INTENT. 
FORWARD-LOOKING STATEMENTS THAT ARE BASED ON CERTAIN ASSUMPTIONS, AND 
DESCRIBE FUTURE PLANS, STRATEGIES AND EXPECTATIONS OF THE COMPANY, ARE 
GENERALLY IDENTIFIABLE BY USE OF THE WORDS "BELIEVE," "EXPECT," "INTEND," 
"ANTICIPATE," "ESTIMATE," "PROJECT" OR SIMILAR EXPRESSIONS.  THE COMPANY'S 
ABILITY TO PREDICT RESULTS OR THE ACTUAL EFFECT OF FUTURE PLANS OR STRATEGIES 
IS INHERENTLY UNCERTAIN. FACTORS WHICH COULD HAVE A MATERIAL ADVERSE EFFECT 
ON THE OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY INCLUDE, BUT ARE NOT 
LIMITED TO, CHANGES IN INTEREST RATES, GENERAL ECONOMIC CONDITIONS, 
LEGISLATIVE/REGULATORY CHANGES, MONETARY AND FISCAL POLICIES OF THE U.S. 
GOVERNMENT, INCLUDING POLICIES OF THE U.S. TREASURY AND THE FEDERAL RESERVE 
BOARD, THE QUALITY OR COMPOSITION OF THE COMPANY'S PORTFOLIO OF FINANCE 
RECEIVABLES, THE ABILITY OF THE COMPANY TO OBTAIN DEBT OR OTHER FINANCING, 
COMPETITION, DEMAND FOR FINANCIAL SERVICES IN THE COMPANY'S MARKET AREA AND 
ACCOUNTING PRINCIPLES, POLICIES AND GUIDELINES. THESE RISKS AND UNCERTAINTIES 
SHOULD BE CONSIDERED IN EVALUATING FORWARD-LOOKING STATEMENTS AND UNDUE 
RELIANCE SHOULD NOT BE PLACED ON SUCH STATEMENTS.  FURTHER INFORMATION 
CONCERNING THE COMPANY AND ITS BUSINESS, INCLUDING ADDITIONAL FACTORS THAT 
COULD MATERIALLY AFFECT THE COMPANY'S FINANCIAL RESULTS, IS INCLUDED IN OTHER 
COMPANY FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                       8

<PAGE>

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

     The Company is a specialized financial services company engaged 
primarily in acquiring and servicing automobile retail installment sales 
contracts ("Installment Contracts") for purchases of late model used 
automobiles by "non-prime" consumers, who typically have limited access to 
traditional sources of consumer credit.  To a lesser extent, the Company also 
makes direct consumer loans and finance leases and purchases other retail 
installment sale contracts (collectively "Other Loans") and offers, as agent, 
insurance and other products related to consumer finance transactions 
(collectively "Insurance Products"). The Company maintains its corporate 
headquarters and a regional office near Chicago in Gurnee, Illinois, and 
operates two other regional offices in Tampa and Orlando, Florida.

     As of March 31, 1997, the Company had active relationships (I.E., the 
Company purchased Installment Contracts from such dealers during the 
preceding 90 days) with approximately 390 dealers located primarily in 
Illinois, Florida, Georgia and South Carolina, and, to a lesser extent, in 
Arizona, Colorado, Indiana, Kentucky, New Mexico, Ohio, Tennessee, Texas, 
Utah, Wisconsin and Wyoming.

     The following is management's discussion and analysis of the financial 
condition of the Company at March 31, 1997 (unaudited) as compared to 
March 31, 1996 (unaudited) and December 31, 1996, and the results of 
operations for the three months ended March 31, 1997 and 1996 (unaudited).  
This discussion should be read in conjunction with the Company's financial 
statements and notes thereto appearing elsewhere in this quarterly report. 
Data for the three months ended March 31, 1997 are not necessarily indicative 
of results expected for the full fiscal year.  The ratios and percentages 
provided below are calculated using the detailed financial information 
contained in the Company's financial statements and the financial data 
included elsewhere in this Form 10-Q.  References to "net" finance 
receivables or Installment Contracts shall mean finance receivables or 
Installment Contracts, as appropriate, net of unearned finance charges.

RECENT DEVELOPMENTS

     In January 1997, the Company formally began using a proprietary credit 
scoring model.  Although no assurances can be given, the use of credit 
scoring is expected to improve the Company's underwriting process.

     On April 14, 1997, the Company sold approximately $19.2 million (net) of 
Installment Contracts to General Electric Capital Corporation ("GECC") under 
an Asset Purchase Agreement dated as of June 25, 1996, between the Company 
and GECC (the "GECC Agreement").  As of March 31, 1997, the Company serviced 
approximately $55.0 million (net) of Installment Contracts sold pursuant to 
the GECC Agreement.  SEE "--Liquidity and Capital Resources."  At March 31, 
1997, the Installment Contracts to be sold to GECC are shown on the balance 
sheet as finance receivables held for sale.

GENERAL

     Installment Contracts represented over 99% of the Company's net finance 
receivables at March 31, 1997.  Installment Contracts are purchased on a 
non-recourse basis from automobile dealers and are typically secured by 
medium-priced used automobiles.  The automobiles are purchased by non-prime 
consumers at retail prices typically ranging from approximately $5,000 to 
$15,000. Installment Contracts financing such purchases typically have annual 
percentage rates of interest ("APRs") ranging from 21% to 33% and repayment 
terms ranging from 12 to 60 months.  The average original principal 

                                       9

<PAGE>

amount financed under Installment Contracts outstanding at March 31, 1997 was 
approximately $8,000, at an average APR of approximately 26%, with an average 
original term of approximately 40 months.  The Company's experience has 
shown, however, that the average life of the Company's Installment Contracts 
is substantially less than 40 months due to payoffs and repossessions that 
occur prior to contract maturity.

     The Company's outstanding balance of owned or serviced (i.e., managed) 
Installment Contracts declined to $143.0 million at March 31, 1997 from 
$151.6 million at December 31, 1996 and from $179.3 million at March 31, 
1996.  This decline reflects the Company's emphasis on addressing credit 
losses (rather than portfolio growth) during 1996 and 1997.

     Interest and servicing income on managed Installment Contracts accounts 
for most of the Company's revenue.  The net amount of Installment Contracts 
purchased declined to $18.5 million during the three months ended March 31, 
1997 from $28.9 million during the three months ended March 31, 1996.  As 
reflected in the following table, the finance receivables (purchased or 
originated) by the Company during the periods presented below consist 
primarily of Installment Contracts. 

<TABLE>
<CAPTION>
                                               FOR THE THREE MONTHS ENDED MARCH 31,
                                               ------------------------------------
                                                   1997                   1996
                                              --------------         --------------
                                                       % OF                    % OF
                                             AMOUNT   TOTAL          AMOUNT   TOTAL
                                            --------  ------         ------   -----
                                                      (DOLLARS IN THOUSANDS)
<S>                                         <C>      <C>             <C>       <C>
 Net Installment Contracts purchased (1)... $18,466   99.6%          $28,748   99.3%
 Net Other Loans originated (1)............      80    0.4%              200    0.7%
                                            -------  -----           -------  -----
 Total..................................... $18,546  100.0%          $28,948  100.0%
                                            -------  -----           -------  -----
                                            -------  -----           -------  -----
</TABLE>
_______________________

(1) Net of unearned finance charges

     As part of its funding strategy, the Company sells Installment Contracts 
to GECC.  Generally, no gains or losses were recorded at the time the 
Installment Contracts are sold.  The Company retained servicing rights on the 
Installment Contracts sold to GECC and recognizes servicing income over the 
life of the related receivables.  The Company is also eligible to receive 
bonus servicing fees based on portfolio performance.  Bonus servicing fees 
are recognized as income when earned.  The Company presently intends to 
record gains or losses, as appropriate, on future sales and securitizations 
in a manner consistent with industry practice.  SEE "--Profitability" and 
"--Liquidity and Capital Resources."

     During the fourth quarter of 1996, the Company completed the 
securitization of Installment Contracts through a transaction agented by 
Greenwich Capital Markets, Inc.  The Company recognized a gain on the 
transaction.  The Company capitalized the retained servicing rights on the 
Installment Contracts securitized.  The net amount of Installment Contracts 
serviced by the Company for third parties was $80.4 million and $43.5 million 
at March 31, 1997 and 1996, respectively.  SEE "--Profitability" and 
"--Liquidity and Capital Resources."

                                       10

<PAGE>

PROFITABILITY
     
     The following table sets forth certain data relating to the Company's 
net income for the three months ended March 31, 1997 and 1996 and for the 
year ended December 31, 1996:

<TABLE>
<CAPTION>
                                                  FOR THE THREE MONTHS
                                                      ENDED MARCH 31,       
                                                -------------------------     FOR THE YEAR ENDED 
                                                   1997            1996       DECEMBER 31, 1996
                                                ---------        --------     ------------------
                                                        (DOLLARS IN THOUSANDS)
<S>                                             <C>       <C>          <C>
Average net finance receivables:
   Owned .....................................   $ 58,574        $139,577           $116,797
   Serviced ..................................     88,698          41,390             56,041
                                                ---------        --------           --------
      Managed ................................    147,272         180,967            172,838
Average interest bearing liabilities .........     55,324         114,308             98,202

Total interest and fee income (owned).........      3,428           8,081             26,653
Total interest expense (owned)................      1,450           2,389              9,059
                                                ---------        ---------          --------
Net interest income before provision for credit 
   losses (owned).............................   $  2,278        $  5,692          $ 17,594
                                                ---------        ---------          --------
                                                ---------        ---------          --------
Average interest rate earned on net owned finance                                           
   receivables (owned)........................      23.41%          23.16%             22.82%
Average interest rate on interest bearing                                                   
   liabilities (owned)........................      10.49%           8.36%             9.23%
                                                ---------        ---------          --------
Net interest spread (owned)...................      12.92%          14.80%            13.59%
                                                ---------        ---------          --------
Net interest margin (owned)(1)................      13.50%          16.31%            15.06%
                                                ---------        ---------          --------
</TABLE>
_____________________________
(1)   Net interest margin represents net interest income on an annualized
      basis divided by average net finance receivables.

     A principal component of the Company's net income is its net interest 
spread.  Net interest spread represents the difference between interest 
earned on finance receivables and interest paid for borrowed funds.  The laws 
of certain states establish the maximum interest rates, and prescribe the 
types and maximum amounts of fees, insurance premiums and other amounts that 
consumers may be charged.  As is common in its market segment, the Company's 
Installment Contracts generally bear the maximum allowable interest rates, 
fees, premiums and other charges permitted under state law.  As a result, the 
Company has limited ability to offset increases in its cost of funds.

     An increasingly larger component of the Company's profitability is the 
servicing income earned on Installment Contracts sold or securitized, with 
servicing retained, by the Company.  Servicing income is derived from base 
servicing fees for loan administration and collection services and bonus or 
excess servicing fees paid based on the performance of the Installment 
Contracts sold or securitized.  The increase in servicing income was due to 
higher levels of loans serviced by the Company.  The following table sets 
forth certain data relating to servicing fees for the periods shown:

<TABLE>
<CAPTION>
                                          FOR THE THREE MONTHS
                                              ENDED MARCH 31,       
                                        -------------------------    FOR THE YEAR ENDED 
                                           1997            1996       DECEMBER 31, 1996
                                        ---------        --------     ------------------
<S>                                     <C>              <C>              <C>
Base servicing fees ..................  $686,039         $308,253         $1,712,437
Bonus/excess servicing fees ..........   297,096          369,124          3,705,841
Amortization of excess servicing .....  (202,680)              --           (310,693)
                                        --------         --------         ----------
Net servicing fees  ..................  $780,455         $677,377         $5,107,585
                                        --------         --------         ----------
                                        --------         --------         ----------
</TABLE>
     

                                       11

<PAGE>

     The Company maintains credit loss reserves to absorb potential losses in 
its finance receivables portfolio.  Credit loss reserves for the Company's 
Installment Contracts portfolio are comprised of nonrefundable acquisition 
discount and allowance for credit losses.  SEE "--Credit Loss Experience."    

     The Company's liabilities are generally more interest-rate sensitive than 
its finance receivables.  As a result, significant increases in the Company's 
cost of funds borrowed under its Revolving Credit Agreement could have a 
material adverse effect on its profitability.  The Company has attempted to 
mitigate the adverse effect of increases in interest rates by entering into 
interest rate protection agreements.  The Company has purchased an interest 
rate cap and interest rate collars that provide limited interest rate 
protection. SEE "--Liquidity and Capital Resources."  Additionally, the 
Company may utilize alternative financing structures, such as a fixed rate 
senior or subordinated debt, securitizations or whole loan sales to attempt 
to mitigate the adverse effect of interest rate increases.

     Another component of the Company's profitability is the level of its 
operating expenses.  The increase in operating expenses was attributable to 
higher salaries and benefits costs, and related operating expenses due to the 
increase in the number of employees and infrastructure improvements.  The 
increase in the number of employees was caused primarily by an increase in 
the number of collections personnel in order to handle credit losses.

FINANCIAL CONDITION

     Total assets increased $7.4 million (11.6%) to $71.2 million at March 
31, 1997 from $63.8 million at December 31, 1996 primarily due to an increase 
in net finance receivables (net of dealer reserves, nonrefundable acquisition 
discount and allowance for credit losses) to $55.5 million at March 31, 1997, 
including net finance receivables held for sale, from $47.2 million at 
December 31, 1996. Total assets were $131.4 million at March 31, 1996 and net 
finance receivables (net of dealer reserves, nonrefundable acquisition 
discount and allowance for credit losses) were $118.0 million at such date.  
This decline in assets and finance receivables is, in part, attributable to 
the sale or securitization of Installment Contracts during 1996 and lower 
Installment Contract acquisition levels resulting in reduced receivables 
outstanding.  The sale of Installment Contracts was part of the Company's 
financing plan.  SEE "--Liquidity and Capital Resources."  The net amount of 
owned or serviced Installment Contracts decreased to $143.0 million at 
March 31, 1997 from $151.1 million at December 31, 1996.  The net amount of 
owned or serviced Installment Contracts was $179.3 million at March 31, 1996. 
     
     Total liabilities increased $8.9 million (16.6%) to $62.4 million at 
March 31, 1997 from $53.5 million at December 31, 1996, primarily due to an 
increase in total debt to $59.3 million at March 31, 1997 from $50.8 million 
at December 31, 1996.  The increase in total debt was primarily the result of 
an increase in borrowings under the Revolving Credit Agreement to $41.4 
million at March 31, 1997 from $31.8 million at December 31, 1996.  SEE 
"--Liquidity and Capital Resources."  Total liabilities were $115.6 million 
at March 31, 1996, which included total debt of $110.7 million primarily 
comprised of borrowings under the Revolving Credit Agreement of $91.7 million.

                                       12

<PAGE>

RESULTS OF OPERATIONS

     The following table sets forth certain data relating to the Company's 
results of operations for the three months ended March 31, 1997 and 1996:

                                                   FOR THE THREE MONTHS 
                                                      ENDED MARCH 31,
                                                   ---------------------
                                                    1997            1996
                                                   ------          ------
                                                   (DOLLARS IN THOUSANDS)

Automobile portfolio interest and fee income. . . $3,350          $8,017
                                                  ------          ------
Total interest and fee income . . . . . . . . . . $3,427          $8,081
Total interest expense. . . . . . . . . . . . . .  1,450           2,389
                                                  ------          ------
Net interest income before provision for 
 credit losses. . . . . . . . . . . . . . . . . .  1,977           5,692
Provision for credit losses . . . . . . . . . . .    375           2,696
                                                  ------          ------
Net interest income after provision for 
 credit losses. . . . . . . . . . . . . . . . . .  1,602           2,996
                                                  ------          ------
Other Income:
 Servicing income (from Installment Contracts). .    781             677
 Insurance products commissions . . . . . . . . .      2              21
                                                  ------          ------
Total other income. . . . . . . . . . . . . . . .    783             698
                                                  ------          ------
Salaries and related costs. . . . . . . . . . . .  2,035           1,744
Other operating expenses. . . . . . . . . . . . .  1,858           1,812
                                                  ------          ------
Total operating expenses. . . . . . . . . . . . .  3,893           3,556
                                                  ------          ------
Income (loss) before taxes. . . . . . . . . . . . (1,508)            138
Taxes . . . . . . . . . . . . . . . . . . . . . .     --              52
                                                  ------          ------
Net income (loss) . . . . . . . . . . . . . . . .$(1,508)         $   86
                                                  ------          ------
                                                  ------          ------

     COMPARISON OF THREE MONTHS ENDED MARCH 31, 1997 TO THREE MONTHS ENDED 
MARCH 31, 1996.  The Company experienced a net loss of $1.5 million for the 
three months ended March 31, 1997 compared to net income of $86,000 for the 
comparable 1996 period, primarily due to the decrease in net interest income 
before provision for credit losses as well as higher operating expenses.
     
     Net interest income before the provision for credit losses decreased 
64.9% to $2.0 million for the three months ended March 31, 1997 from $5.7 
million for the comparable 1996 period, primarily as a result of a decline in 
the outstanding balance of net finance receivables owned by the Company.  The 
net finance receivables outstanding (including finance receivables held for 
sale) at March 31, 1997 decreased to $62.7 million from $135.9 million at 
March 31, 1996, due to increased sales and securitizations of Installment 
Contracts.  SEE "--Liquidity and Capital Resources."
     
     Total interest expense decreased to $1.5 million for the three months 
ended March 31, 1997 from $2.4 million for the three months ended March 31, 
1996.  The decrease resulted from a decrease in the amount of average debt 
outstanding, which was partially offset by higher borrowing rates.  The total 
debt outstanding at March 31, 1997 decreased to $59.3 million from $110.7 
million at March 31, 1996.  The average debt outstanding for the three months 
ended March 31, 1997 decreased to $55.3 million from $114.3 million for the 
three months ended March 31, 1996.  The weighted average interest rate paid 
for borrowed funds increased to 10.49% for the three months ended March 31, 
1997 from 8.36% for the three months ended March 31, 1996.      
     
     The provision for credit losses was $375,000 for the three months ended 
March 31, 1997 as compared to $2.7 million for the three months ended March 
31, 1996.  The decline in the provision for 

                                       13

<PAGE>

credit losses was due, in part, to the decline in the outstanding balance of 
net finance receivables owned (or held for sale) by the Company.  SEE 
"--Credit Loss Experience." 
     
     Other income, primarily generated from servicing income, increased 12.1% 
to $783,000 for the three months ended March 31, 1997 from $699,000 for the 
three months ended March 31, 1996, primarily due to an increase in servicing 
income to $780,000 for the three months ended March 31, 1997 from $677,000 
for the three months ended March 31, 1996.  This increase reflects the 
increased amount of servicing-retained sales and securitizations of finance 
receivables by the Company.  The Company derives its servicing income from 
base servicing fees and bonus or excess servicing fees based on the 
performance of the finance receivables serviced by the Company.  SEE 
"--Profitability."      
     
     Total operating expenses increased to $3.9 million for the three months 
ended March 31, 1997 compared to $3.6 million for the three months ended 
March 31, 1996.  Salaries and related costs increased from the corresponding 
period in 1996 to $2.0 million for the three months ended March 31, 1997, due 
primarily to the substantial increase in the number of employees, normal pay 
increases and increased benefits costs.  The Company's other operating 
expenses increased to $1.9 million for the three months ended March 31, 1997 
compared to $1.8 million the three months ended March 31, 1996.  Total 
operating expenses (annualized) as a percentage of average net finance 
receivables owned or serviced increased to 10.61% for the three months ended 
March 31, 1997 as compared to 7.86% for the three months ended March 31, 1996.

     No income tax expense was recorded for the three months ended March 31, 
1997, while $52,000 was recorded for the three months ended March 31, 1996.  
The decrease was due to the net loss experienced for the three months ended 
March 31, 1997 versus a net profit for the corresponding period in 1996.

CREDIT LOSS EXPERIENCE

     The Company's credit loss reserves are comprised of three components: 
nonrefundable acquisition discount; an allowance for credit losses; and 
refundable dealer reserves.  The total of allowance for credit losses, 
nonrefundable acquisition discount and dealer reserves equaled 11.82% and 
13.34% of net owned finance receivables (including finance receivables held 
for sale) at March 31, 1997 and 1996, respectively.  The following discussion 
reflects the Company's increased emphasis on the allowance for credit losses 
and its reduced emphasis on nonrefundable acquisition discount to establish 
credit loss reserves for the Company's Installment Contracts portfolio. 
     
     NONREFUNDABLE ACQUISITION DISCOUNT AND DEALER RESERVES.  In order to 
achieve an acceptable rate of return and appropriately reflect credit risks 
generally associated with the Company's automobile finance business, the 
Company purchases Installment Contracts from dealers at a discount from their 
principal amount.  The Company negotiates the amount of the discounts with 
dealers based upon various criteria, including the credit risk associated 
with the contracts being purchased and market pricing factors.  The discount 
is nonrefundable, is equal to the difference between (a) the total principal 
amount to be repaid under the Installment Contract and (b) net funds paid to 
the dealer, and is allocated to the nonrefundable acquisition discount 
account.  As part of the Company's financing of retail installment sales 
contracts (other than Installment Contracts), refundable dealer reserves may 
be established to protect the Company from losses associated with such 
contracts, and are shown as a liability of the Company.

                                       14

<PAGE>

     The following table presents a reconciliation of the changes in 
nonrefundable acquisition discount and dealer reserves for the three months 
ended March 31, 1997 and 1996:

                                               FOR THE THREE MONTHS 
                                                   ENDED MARCH 31,
                                            1997                    1996
                                        ----------                ----------
                                                (DOLLARS IN THOUSANDS)

 Balance at beginning of period . . . . . .$1,730                     $9,423
 Additions applicable to new volume . . . . 1,670                      2,481
 Reductions applicable to accounts sold . .    --                     (1,281)
 Losses charged, net of recoveries  . . . .  (383)                    (4,802)
                                           ------                     ------
 Balance at end of period  . . . . . . . . $3,017                     $5,821
                                           ------                     ------
                                           ------                     ------
 Balance at end of period as a 
   percentage of net finance receivables 
   (owned) at end of period (excluding 
   finance receivables held for sale) . . . .6.94%                      4.29%
 
     ALLOWANCE AND PROVISION FOR CREDIT LOSSES/CHARGE-OFFS.  The Company 
maintains an allowance for credit losses at a level that management believes 
adequate to absorb potential losses in its finance receivables portfolio. 
Management evaluates the adequacy of the allowance for credit losses by 
reviewing credit loss experience and delinquency trends using static pool 
analysis, the value of the underlying collateral and general economic 
conditions and trends.  If the amount of nonrefundable acquisition discount 
associated with a specific pool of Installment Contracts is determined to be 
insufficient, in the opinion of management, to absorb projected losses for 
that pool, a provision for credit losses would be charged against earnings.  
The Company's general policy is to charge off delinquent accounts when they 
are deemed uncollectible, and in any event prior to their becoming 90 days 
contractually delinquent.  The Company experienced higher charge-off rates 
during the three months ended March 31, 1997 than during the corresponding 
period in 1996.

                                       15

<PAGE>

     The following table reflects the Company's allowance for credit losses 
and provision for credit losses for the three months ended March 31, 1997 and 
1996:      

                                               FOR THE THREE MONTHS 
                                                   ENDED MARCH 31,
                                            1997                    1996
                                        ----------                ----------
                                                (DOLLARS IN THOUSANDS)

 Balance at beginning of period . . . .  $ 6,046                   $10,808
 Provision charged to expense . . . . .      375                     2,696
 Finance receivables charged off  . . .   (2,028)                   (1,519)
 Recoveries . . . . . . . . . . . . . .       (3)                       23
                                         -------                   -------
 Balance at end of period . . . . . . .  $ 4,390                   $12,008
                                         -------                   -------
                                         -------                   -------
 Allowance as a percentage of net 
  finance receivables (owned) at end of
  period (excluding finance receivables 
  held for sale)  . . . . . . . . . . .    10.10%                     8.84%

DELINQUENCIES

     The Company monitors delinquencies in the managed finance receivables 
portfolio to gauge overall credit trends.  Managed finance receivables that 
were 30 days and greater contractually delinquent (net of unearned finance 
charges) were $13.0 million, $16.6 million and $12.0 million, representing 
9.1%, 11.0% and 6.7% of net managed finance receivables, as of March 31, 
1997, December 31, 1996, and March 31, 1996, respectively.  Managed finance 
receivables that were 60 days and greater contractually delinquent (net of 
unearned finance charges) were $3.0 million, $3.4 million and $3.3 million, 
representing 2.1%, 2.2% and 1.9% of net managed finance receivables as of 
March 31, 1997, December 31, 1996, and March 31, 1996, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     The Company finances its operations through cash flow from operations, 
borrowings under the Revolving Credit Agreement, proceeds from subordinated 
indebtedness and from the periodic sale or securitization of Installment 
Contracts and other finance receivables.

     Net cash provided by (used in) operating activities totaled $628,000 and 
$(2.3) million during the three months ended March 31, 1997 and 1996, 
respectively.  During these periods, the primary source or use of net cash 
provided by (used in) operating activities has been net income, the net 
change in the allowance for credit losses, the net change in the 
nonrefundable acquisition discount account and the amount of net finance 
receivables charged off.

     Net cash provided by (used in) investing activities totaled $(8.0) 
million and $9.9 million during the three months ended March 31, 1997 and 
1996, respectively.  During these periods, the primary source or use of net 
cash provided by (used in) investing activities has been the proceeds from 
the bulk sale of finance receivables, the amount of principal collected on 
finance receivables and the level of finance receivables originated.

     Net cash provided by (used in) financing activities, primarily as a 
result of borrowings and repayments under the Revolving Credit Agreement, 
totaled $8.7 million and $(7.9) million during the three months ended March 
31, 1997 and 1996, respectively.

     The self-liquidating nature of Installment Contracts and Other Loans 
enables the Company to maintain higher debt-to-equity ratios than in most 
other businesses.  The amount of debt the Company 

                                       16

<PAGE>

incurs from time to time depends on the Company's need for cash and its 
ability to borrow under the terms of the Revolving Credit Agreement.  The 
Company intends to meet its short- and long-term liquidity needs with cash 
flow from operations, borrowings under the Revolving Credit Agreement, the 
sale or securitization of finance receivables and the proceeds from the 
issuance of securities in the capital markets.

     The maximum availability under the Revolving Credit Agreement was $50 
million at March 31, 1997.  The facility matures June 30, 1997.  The Company 
has the option of borrowing funds under the Revolving Credit Agreement at an 
interest rate equal to either the prime rate of the agent bank or the LIBOR 
rate plus 2.5% (which rate represents an increase from the rate of LIBOR plus 
2.0% that was available to the Company through September 26, 1996).  On 
March 31, 1997, the three-month LIBOR borrowing rate under the Revolving 
Credit Agreement was 8.31% compared to 7.44% on March 31, 1996.  The prime 
rate was 8.50% on March 31, 1997 and the three-month LIBOR rate was 5.81% on 
such date.

     The Company must comply with customary financial and other covenants 
under the Revolving Credit Agreement.  At March 31, 1997, the Company was in 
breach of the tangible net worth, interest coverage ratio and subordinated 
debt limitation covenant under the Revolving Credit Agreement and the 
interest coverage ratio covenant under its agreements with GECC.  The Company 
has received waivers with respect to these breaches (which, pursuant to the 
Revolving Credit Agreement, are measured on the last day of each quarter) for 
all periods through June 30, 1997.  The Company expects to remain in 
violation of these covenants for the near term.  The waiver received in 
respect of the breaches of the Revolving Credit Agreement had the effect of, 
among other things:  (i) reducing the amount of the facility to $50 million; 
(ii) reducing the borrowing base, generally, to 82.5% (from 85%) of eligible 
receivables under the Revolving Credit Agreement; and (iii) under certain 
circumstances, reducing the borrowing base, generally, to 80% and 75% of 
eligible receivables.

     No assurance can be given that the Company's lenders and GECC will not 
take adverse action.  The Company is continuing negotiations with its current 
lenders and alternative lenders to provide financing beyond June 30, 1997.  
In any event, the Company anticipates relying more heavily during 1997 and 
thereafter upon alternative funding sources, such as securitization 
financing.  No assurance can be given that the Revolving Credit Agreement, or 
an equivalent facility, will be in place beyond June 30, 1997, or that 
alternative funding transactions will be successfully completed, although 
management does believe that existing and/or alternative funding sources will 
continue to provide the Company with sufficient liquidity to maintain 
existing operations.

     At March 31, 1997, the Company had total debt of $59.3 million as 
compared to $50.8 million at December 31, 1996 and $110.7 million at 
March 31, 1996.  At March 31, 1997, $8.6 million was available under the 
Revolving Credit Agreement from committed financial institutions.  The 
following table presents the Company's debt instruments and the weighted 
average interest rates on such instruments for the periods indicated:

                                       17

<PAGE>

<TABLE>
<CAPTION>

                                        FOR THE THREE MONTHS
                                            ENDED MARCH 31,,
                                    ---------------------------------      FOR THE TWELVE MONTHS   
                                         1997              1996           ENDED DECEMBER 31, 1996
                                    --------------  ---------------       -----------------------
                                    BALANCE   RATE   BALANCE    RATE          BALANCE    RATE
                                    -------  ------  --------  ------         -------   ------
                                                    (DOLLARS IN THOUSANDS)
<S>                                 <C>      <C>     <C>       <C>             <C>       <C>
SENIOR:                                                                     
 Revolving Credit Agreement.......  $41,400   8.33%  $ 91,700   7.38%          $31,763    8.05% 
 Loan from Commonly                                                         
   Controlled Company.............      289   6.75%       963   6.75%            1,065    6.75% 
SUBORDINATED:                                                               
 Notes payable....................   17,628  12.18%    18,087  12.14%           17,978   12.15% 
                                     -------         --------                  -------  
Total debt........................  $59,317  10.49%  $110,750   8.36%          $50,806    9.47% 
                                     -------         --------                  -------  
                                     -------         --------                  -------  
</TABLE>
                                     
     The following table sets forth information with respect to maturities of 
senior and subordinated debt at March 31, 1997:
                                     
                                       LOANS FROM
                                        COMMONLY
                       SENIOR BANK     CONTROLLED     SUBORDINATED
      YEAR           LINES OF CREDIT    COMPANY       NOTES PAYABLE    TOTAL
      ----           ---------------   ----------     -------------   -------
                                  (DOLLARS IN THOUSANDS)
      1997........       $41,400          $289           $   90       $41,779
      1998........                                          833           833
      1999........                                          806           806
      2000........                                          867           867
      2001........                                          809           809
      Thereafter..                                       14,223
                         -------         -----          -------      --------
          Total...       $41,400          $289          $17,628       $59,317
                         -------         -----          -------      --------
                         -------         -----          -------      --------
     
     The Company has purchased interest rate caps and interest rate collars 
in an aggregate notional amount of $45 million.  The interest rate cap 
purchased by the Company in an aggregate notional amount of $15 million 
protects the Company against increases in the interest rate of a portion of 
its revolving debt if the three-month LIBOR rate exceeds 10.5%.  The interest 
rate cap expires in July, 1998.

     The interest rate collars purchased by the Company in an aggregate 
notional amount of $30 million protect the Company against increases in the 
interest rate of its revolving debt when the three-month LIBOR rate exceeds 
8%.  The Company must make payments to the counterparties to the interest 
rate collars if three-month LIBOR falls below 5%.  The interest rate collars 
expire in September, 2000.

     The GECC Agreement provides for the purchase by GECC of Installment 
Contracts, on a revolving basis, having a maximum principal amount of up to 
$80 million outstanding at any time.  The original term of the GECC Agreement 
expires June 25, 1997, however, the GECC Agreement provides for an automatic 
one-year extension through June 25, 1998.

     Total stockholders' equity at March 31, 1997 was $8.8 million as 
compared to $10.3 million at December 31, 1996 and $15.7 million at March 31, 
1996.  The Company's ability to pay dividends is limited by the Revolving 
Credit Agreement. 

                                       18

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

     In addition to the lawsuits described below, the Company is involved in 
litigation in the normal course of business.  The Company believes that the 
resolution of such normal-course-of-business matters will not have a material 
adverse effect on its financial position or results of operations.  The 
Company regularly initiates legal proceedings as a plaintiff in connection 
with its routine collection activities.

     The company has been named as a defendant in the following described 
lawsuits:

     1.   REHM V. EAGLE FINANCE CORP. is pending in the United States 
District Court for the Northern District of Illinois and is designated by 
case number 96 C 2455.  The plaintiff has filed a class action complaint 
alleging that the Company and three of its directors and officers have 
violated Section 10(b) of the Securities and Exchange Act and Rule 10b-5 
promulgated thereunder.  The litigation is now proceeding with discovery, 
although no discovery responses have been provided, and no depositions have 
been taken.  The Company intends to defend vigorously the claims made in the 
complaint.

     2.   CLEVELAND V. WALLACE AUTO SALES, INC. ET AL. was filed on September 
19, 1996 in the United States District Court for the Northern District of 
Illinois and is designated by Case Number 96 C 6045.  The complaint alleges 
that the Company has violated the Illinois Consumer Fraud Act, the Illinois 
Sales Finance Agency Act and the Federal Racketeer Influenced and Corrupt 
Organizations Act arising out of the Company's purchase of retail installment 
sales contracts through which the plaintiffs purchased a used automobile.  
The complaint is alleged as a class action, and includes unnamed, and still 
unknown, directors and officers of the Company.  The Company has filed a 
Motion to Dismiss, and the parties are awaiting a ruling from the court.  No 
discovery has been taken.  The Company intends to defend vigorously the 
claims made in the complaint.

     3.   SOLARMAR SYSTEMS CORP V. EAGLE FINANCE CORP., RONALD B. CLONTS ET 
AL. was filed on September 14, 1995 in Circuit Court of the Eleventh Judicial 
Circuit, Dade County, Florida, and is designated as Case No. 95-18056-CA-01. 
This suit arose out of a settlement agreement entered in 1988 between the 
plaintiff and the predecessor to the Company (the "Settlement Agreement"), 
following the plaintiff's bankruptcy.  The Company (E.F. Wonderlic & 
Associates, Inc.) purchased promissory notes from the plaintiff that the 
plaintiff had received in connection with the sale of hot water heating 
systems to Florida homeowners.  The complaint filed against the Company 
alleges that the Company breached the Settlement Agreement and fraudulently 
induced the plaintiff to enter into it.  The plaintiff's complaint was 
dismissed in June, 1996, with leave to amend, primarily on the grounds that 
the claims were time-barred by the applicable Florida statute of limitations. 
The plaintiff filed an amended complaint in June, 1996, which asserted 
essentially the same claims of fraud, violations of the Federal Racketeer 
Influenced and Corrupt Organizations Act and fraud in the inducement.  The 
Company intends to defend vigorously the claims made in the complaint.

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

                                       19

<PAGE>

ITEM 5.  OTHER INFORMATION - None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         11   Statement re computation of per share earnings

         27   Financial Data Schedule

     (b) Reports on Form 8-K - The Company did not file any reports on Form 8-K
         during the three months ended March 31, 1997.

                                       20

<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.

                               EAGLE FINANCE CORP.



Date:  May 14, 1997            ROBERT J. BRAASCH            
                               ------------------------------------
                               Robert J. Braasch
                               President and Chief Financial Officer
                               (Duly Authorized Officer and Principal
                                 Financial Officer)









                                    S-1

<PAGE>


                                  EXHIBIT INDEX
                                  --------------

Exhibit
  No.     Description
-------   -----------

11        Statement re computation of per share earnings

27        Financial Data Schedule