<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                          
                                          
                                     FORM 10-Q/A
                              
     [X]           AMENDMENT NO.1 TO QUARTERLY REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
                   (For the Quarterly Period ended September 30, 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 4,228,690 shares were issued and outstanding as of September 30, 1997.


<PAGE>

EXPLANATION OF AMENDMENT

     This Form 10-Q/A, Amendment No. 1 is intended to amend the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997 (the "Original
Report") solely for the limited purpose of revising financial information
included in the Original Report for the three and nine month periods ending
September 30, 1997 (including the financial data schedule filed as Exhibit 27).
The amended financial information is intended to reflect Installment Contract
sales during the second and third quarters of 1997 to General Electric Capital
Corporation ("GECC") pursuant to the Asset Purchase Agreement dated as of June
25, 1996, as amended, between the Company and GECC (including the related 
Servicing Agreement, the "GECC Agreements") as financing transactions pursuant 
to the provisions of Financial Accounting Standards No. 125, "Accounting for 
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" 
("SFAS 125") which the registrant adopted as of January 1, 1997.  Readers are
advised to review the registrant's Annual Report on Form 10-K for the year
ended December 31, 1997 for a Management's Discussion and Analysis of Financial
Condition and Results of Operations that reflects the impact of FASB 125 on
the registrant in 1997.

                                           2

<PAGE>






                                 EAGLE FINANCE CORP.
                                          
                                     FORM 10-Q/A
                                          
                              ________________________
                                          
                                 TABLE OF CONTENTS
                              ________________________

<TABLE>
<CAPTION>

                                                                                 PAGE
                                                                               NUMBER
                           PART I - FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS
     
<S>                                                                          <C>
          Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

          Statements of Income (Loss). . . . . . . . . . . . . . . . . . . . . . . .5

          Statements of Changes in Stockholders' Equity (Deficit). . . . . . . . . .6

          Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . .7

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

                            PART II - OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . 11

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


</TABLE>
                                       3

<PAGE>
                                          
                           PART I - FINANCIAL INFORMATION

ITEM 1.        FINANCIAL INFORMATION

     As more fully described in the notes to the Financial Statements, financial
information has been restated to conform the Company's quarterly reporting for
1997 to the provisions of Financial Accounting Standards Board
Statement ("FASB") No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities" ("FASB 125").


                                         
                                EAGLE FINANCE CORP.
                                    BALANCE SHEETS
                             AS OF SEPTEMBER 30, 1997 
                                     (Unaudited)

<TABLE>
<CAPTION>
                                         ASSETS
                                                   SEPTEMBER 30
                                                       1997          
                                                   ------------ 
<S>                                               <C>          
Finance receivables, owned . . . . . . . . . . . . $46,512,640   
Nonrefundable acquisition discount . . . . . . . .    (769,956)  
Allowance for credit losses. . . . . . . . . . . .  (4,075,078)  
                                                   ------------  
Finance receivables, net owned . . . . . . . . . .  41,667,606  
                                                   ------------ 
Finance receivables, Installment Contract sales. .  31,156,662  
Allowance for credit losses related to 
   Installment Contract sales. . . . . . . . . . .  (3,918,640) 
Additional allowance represented on titled assets,
   Installment Contract sales. . . . . . . . . . .    (417,876) 
                                                   ------------  
Finance receivables, net Installment Contract 
   sales . . . . . . . . . . . . . . . . . . . . .  26,820,146   
                                                   ------------  
Excess servicing receivable. . . . . . . . . . . .     932,464    
Cash . . . . . . . . . . . . . . . . . . . . . . .   2,341,969    
Money market investments . . . . . . . . . . . . .     552,301     
Prepaid expenses and debt issuance costs . . . . .     835,894      
Prepaid expenses other . . . . . . . . . . . . . .     326,102      
Repossessed or titled assets . . . . . . . . . . .   2,320,328      
Income tax receivable. . . . . . . . . . . . . . .   1,467,129       
Other assets . . . . . . . . . . . . . . . . . . .   1,352,998        
                                                   ------------  
                                                 $  78,616,937  
                                                   ------------  
                                                   ------------  
                   LIABILITIES AND STOCKHOLDERS' EQUITY 
   
Notes payable, Installment Contract sales. . . . . $27,238,022    
Senior debt. . . . . . . . . . . . . . . . . . . .  27,996,177    
Subordinated debt. . . . . . . . . . . . . . . . .  17,597,981    
Accrued interest . . . . . . . . . . . . . . . . .     152,710    
Accounts payable and accrued liabilities . . . . .   2,598,322    
Unearned insurance commissions . . . . . . . . . .       1,179    
Dealer reserves. . . . . . . . . . . . . . . . . .     271,357    
                                                   ------------  
Total liabilities. . . . . . . . . . . . . . . . .  75,855,748    
Stockholders' equity:. . . . . . . . . .            
Preferred Stock, authorized 3,000,000 shares;
   none issued . . . . . . . . . . . . . . . . . .          --    
Common Stock:  $.01 par value, authorized 
   10,000,000 shares, issued and outstanding 
   4,228,690 shares. . . . . . . . . . . . . . . .      42,287    
Additional paid-in capital . . . . . . . . . . . .  13,593,206     
Retained earnings (deficit). . . . . . . . . . . . (10,874,304)    
                                                   ------------  
Total stockholders' equity (deficit) . . . . . . .   2,761,189     
                                                   ------------  
                                                 $  78,616,937   
                                                   ------------  
                                                   ------------  
                                          
</TABLE>
                   See accompanying notes to financial statements.
                                          


                                          4
                                                                  

<PAGE>

                                     EAGLE FINANCE CORP.
                                    STATEMENTS OF INCOME
                       THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
                                       (Unaudited)

<TABLE>
<CAPTION>

                                                THREE MONTHS ENDED            NINE MONTHS ENDED
                                                   SEPTEMBER 30,                 SEPTEMBER 30,
                                                      1997                           1997
                                                   -----------                   -----------               
<S>                                              <C>                         <C>               
Interest income:
   Interest and fee income, owned receivables . .   $2,738,079                  $  9,344,063               
   Interest expense, owned receivables (senior
      and subordinated debt) . . . . . . . . . . .  (1,311,917)                   (4,072,396)               
                                                   -----------                   -----------
Net interest income, owned receivables . . . . . .   1,426,162                     5,271,667               
Provision for credit losses, owned receivables . .  (1,297,225)                   (4,465,546)    
                                                   -----------                   -----------                 
Net interest income after provision
   for credit losses, owned receivables. . . . . .     128,937                       806,121               
                                                   -----------                   -----------               
Interest income, Installment Contract sales:
   Interest income, Installment Contract sales . .   1,880,397                     2,926,680               
   Interest expense, Installment Contract sales
      (notes payable). . . . . . . . . . . . . . .    (626,417)                     (976,858)              
   Provision for credit losses, Installment
      Contract sales . . . . . . . . . . . . . . .  (1,176,118)                   (2,072,138)              
                                                   -----------                   -----------               
Net interest income after provision for credit
   losses, Installment Contract sales. . . . . . .      77,862                      (122,316)              
                                                   -----------                   -----------               
Other income:
   Service fee income. . . . . . . . . . . . . . .     458,883                     2,961,780               
   Commission and other. . . . . . . . . . . . . .          --                         5,044               
                                                   -----------                   -----------               
Total other income . . . . . . . . . . . . . . . .     458,883                     2,966,824               
                                                   -----------                   -----------               
Income before operating expenses . . . . . . . . .     665,682                     6,865,309               
Operating expenses:
   Salaries and related costs. . . . . . . . . . .   1,941,567                     5,928,035               
   Collection expenses . . . . . . . . . . . . . .     373,297                     1,204,554               
   Other operating expenses. . . . . . . . . . . .   1,260,836                     4,143,769               
                                                   -----------                   -----------               
Total operating expenses . . . . . . . . . . . . .   3,575,700                    11,276,358               
                                                   -----------                   -----------               
Income (loss) before income taxes. . . . . . . . .  (2,910,018)                   (7,625,729)               
Applicable income taxes. . . . . . . . . . . . . .          --                            --               
                                                   -----------                   -----------               
Net income (loss) . . . . . . . . . . . .. . . . . $(2,910,018)                 $ (7,625,729)              
                                                   -----------                   -----------               
                                                   -----------                   -----------               
Weighted average common shares outstanding:
   Basic . . . . . . . . . . . . . . . . . . . . .   4,206,313                     4,194,901               
   Diluted . . . . . . . . . . . . . . . . . . . .   4,206,313                     4,194,901               
Per share net income (loss) attributable to
   common shares:
   Basic . . . . . . . . . . . . . . . . . . . . .      $(0.58)                     $(1.05)             
   Diluted . . . . . . . . . . . . . . . . . . . .      $(0.58)                     $(1.05)             

</TABLE>

             See accompanying notes to financial statements.


                                          5

<PAGE>


                                EAGLE FINANCE CORP.

             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY 
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED         NINE MONTHS ENDED
                                                    SEPTEMBER 30,              SEPTEMBER 30,
                                                        1997                        1997                 
                                                   ------------                -------------                 
<S>                                              <C>                           <C>               
Common stock:
   Balance at beginning of period. . . . . . . . . $    41,891                  $    41,891              
   Stock grants. . . . . . . . . . . . . . . . . .         396                          396              
                                                   -----------                  -----------              
                                                        42,287                       42,287              
                                                   -----------                  -----------              
Additional paid-in capital:
   Balance at beginning and end of period. . . . .  13,614,422                   13,514,422              
   Stock grants. . . . . . . . . . . . . . . . . .      78,784                       78,784              
                                                   -----------                  -----------              
                                                    13,593,206                   13,593,206              
                                                   -----------                  -----------              
Retained earnings:
   Balance at beginning of period. . . . . . . . .  (7,964,286)                  (3,248,575)             
   Net income (loss) . . . . . . . . . . . . . . .  (2,910,018)                  (7,625,729)             
                                                   ------------                 -----------              
                                                   (10,874,304)                 (10,874,304)              
                                                   ------------                 -----------              
Total stockholders' equity. . . . . . . . . . . . .$ 5,975,869                  $ 2,761,189              
                                                   ------------                 -----------              
                                                   ------------                 -----------               

</TABLE>

                    See accompanying notes to financial statements.


                                       6

<PAGE>

                             EAGLE FINANCE CORP.
                         STATEMENTS OF CASH FLOWS
             THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997         
                               (Unaudited)

<TABLE>
<CAPTION>

                                                  THREE MONTHS ENDED         NINE MONTHS ENDED
                                                    SEPTEMBER 30,              SEPTEMBER 30,
                                                      1997                           1997                
                                                   ------------                -------------                 
<S>                                               <C>                         <C>                
Cash flows from operating activities:
   Net income (loss) . . . . . . . . . . . . . . . $(2,910,018)                  $ (7,625,729)             
   Adjustments to reconcile net income to net cash
      provided by (used in) operating activities: 
         Provision for credit losses . . . . . . .   1,297,225                     4,465,546               
         Net finance receivable charge-offs 
            against allowance. . . . . . . . . . .  (1,518,366)                   (6,435,982)    
         Decrease (increase) in:             
            Prepaid expenses . . . . . . . . . . .    (104,487)                       47,087                
            Excess servicing receivable. . . . . .    (262,129)                      118,126             
            Repossessed or titled assets . . . . .    (311,744)                    1,929,115       
            Other assets . . . . . . . . . . . . .     806,840                       823,698               
            Income tax receivable. . . . . . . . .       3,400                     4,270,129                
            Deferred income tax. . . . . . . . . .          --                            --              
         Increase (decrease) in:
            Accrued interest . . . . . . . . . . .    (350,281)                     (315,823)      
            Accrued income tax . . . . . . . . . .          --                            --                
            Accounts payable and accrued
               liabilities . . . . . . . . . . . .     498,050                       699,427       
            Unearned insurance commissions . . . .       1,179                         1,179                
            Dealer reserves. . . . . . . . . . . .      (2,233)                      (15,426)        
            Nonrefundable acquisition discount . .     (26,980)                     (673,208)               
                                                   -----------                   -----------               
Net cash provided by (used in) operating 
   activities. . . . . . . . . . . . . . . . . . .  (2,879,544)                   (2,711,861)               
                                                   -----------                   -----------    
Cash flows from investing activities:            
   Proceeds from sale of investments . . . . . . .         562                           350                
   Proceeds from bulk sale of vehicle retail
      installment notes. . . . . . . . . . . . . .   6,243,193                    36,933,236               
   Principal collected on finance receivables,
      owned. . . . . . . . . . . . . . . . . . . .   3,538,711                    13,488,618               
   Principal new originations and repurchases 
      of finance receivables . . . . . . . . . . . (23,133,406)                  (54,498,149)               
   Principal write-off on finance receivables. . .   6,592,522                    12,167,579             
   Finance receivables, Installment Contract 
      sales. . . . . . . . . . . . . . . . . . . .  (6,243,193)                  (36,993,236)              
   Principal collected (net of write-offs), 
     Installment Contract sales. . . . . . . . . .   4,702,823                    10,173,090               
                                                   -----------                   -----------               
Net cash provided by (used in) investing 
     activities. . . . . . . . . . . . . . . . . .  (8,298,788)                  (18,668,510)              
                                                   -----------                   -----------               
Cash flows from financing activities:            
   Proceeds from Installment Contract sales. . . .   6,243,193                    36,993,236               
   Repyaments of borrowings, Installment Contract
     sales . . . . . . . . . . . . . . . . . . . .  (4,435,712)                   (9,755,214)                
   Proceeds from draws on bank line of credit
      agreements . . . . . . . . . . . . . . . . .  15,080,000                    54,309,348                
   Repayments of borrowings under bank line of 
      credit agreements. . . . . . . . . . . . . .  (6,994,010)                  (58,086,076)   
   Debt to affiliate . . . . . . . . . . . . . . .    (138,311)                   (1,054,988)              
   Proceeds from issuance of other debt. . . . . .      23,085                        73,853         
   Repayment of other debt . . . . . . . . . . . .     (56,832)                     (453,592)               
   Debt issuance costs . . . . . . . . . . . . . .      60,824                       344,999        
   Paid in capital . . . . . . . . . . . . . . . .      78,784                        78,784               
   Stock grants. . . . . . . . . . . . . . . . . .         396                           396             
                                                   -----------                   -----------               
Net cash provided by (used in) financing 
   activities. . . . . . . . . . . . . . . . . . .   9,861,417                    22,450,746                
                                                   -----------                   -----------    
Cash, net change . . . . . . . . . . . . . . . . .  (1,316,915)                    1,070,375               
Cash at beginning of period. . . . . . . . . . . .   3,658,884                     1,271,594               
                                                   -----------                   -----------               
Cash at end of period. . . . . . . . . . . . . . .  $2,341,969                    $2,341,969               
                                                   -----------                   -----------               
                                                   -----------                   -----------                  
Supplemental cash flow disclosures - cash paid
    during the period for:
    Interest . . . . . . . . . . . . . . . . . . .  $1,666,048                    $2,760,479                
    Income taxes and Illinois replacement tax. . .  $    1,910                    $    1,925               

</TABLE>

                  See accompanying notes to financial statements.



                                            7

<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 1997 Annual Report on Form 10-K.

2. Net income (loss) 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 FASB 125.  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.

4. The Company has restated the financial statements for the three and nine 
months ended September 30, 1997 to restate transactions recorded in prior 
periods as gain on sale in order to reflect such transactions as financing 
transactions pursuant to the provisions of FASB 125.  Such restatement 
affects the accounting treatment of Installment Contract (as defined below) 
sales to General Electric Capital Corporation ("GECC") pursuant to the Asset 
Purchase Agreement dated as of June 25, 1996, as amended, between the Company 
and GECC (including the related Servicing Agreement, the "GECC Agreements") 
(the "1997 GECC Transactions") that occurred during the second and third 
quarters of 1997.  The restatement resulted in the following increases 
(decreases) for the three and nine months ended September 30, 1997:  

<TABLE>
<CAPTION>

                                                Three months ended     Nine months ended
                                                September 30, 1997    September 30, 1997
                                                -------------------    ----------------
<S>                                            <C>                   <C>
   Gain on securitization . . . . . . . . . . . .     $(468,563)        $(3,089,795)
   Interest income, Installment Contract sales. .     1,880,397           2,926,680
   Interest expense, Installment Contract sales .      (626,417)           (976,858)
   Provision for credit losses, Installment
     Contract sales . . . . . . . . . . . . . . .    (1,176,118)         (2,072,138)
   Service fee income . . . . . . . . . . . . . .       (65,894)             (2,569)
   Net income . . . . . . . . . . . . . . . . . .      (456,595)         (3,214,680)
   Retained earnings. . . . . . . . . . . . . . .    (3,214,680)         (3,214,680)
   Net income per share . . . . . . . . . . . . .   $     (0.11)        $     (0.77)

</TABLE>

5.   In February 1997, FASB Statement No. 128, "Earnings Per Share" ("FASB
128"), was issued. FASB 128 superseded 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


                                       8

<PAGE>

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
replaced 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 must be restated to conform with FASB 128.  Although no 
assurances can be provided, the Company does not expect adoption of FASB 128 
to have a significant impact on the Company's financial condition or results 
of operations.

     In June 1997, FASB issued FASB Statement No. 130, "Reporting 
Comprehensive Income", which is effective for fiscal years beginning after 
December 15, 1997 ("FASB 130").  The statement establishes standards for 
reporting and display of comprehensive income and its components (revenues, 
expenses, gains and losses) in a full set of general-purpose financial 
statements.  This statement requires that all items that are required to be 
recognized under accounting standards as components of comprehensive income 
be reported in a financial statement that is displayed with the same 
prominence as other financial statements.  

     In July 1997, the FASB issued SFAS No. 131, "Disclosures About Segments 
of an Enterprise and Related Information."  SFAS 131 requires disclosures for 
each segment that are similar to those required under current standards with 
the addition of quarterly disclosure requirements and a finer partitioning of 
geographic disclosures.  SFAS 131 is effective for fiscal years beginning 
after December 15, 1997 with earlier application permitted.

     In management's opinion, SFAS Nos. 130 and 131, did not have a material 
effect of 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 THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON 
THE OPERATIONS AND FUTURE PROSPECTS OF THE COMPANY INCLUDE, BUT ARE NOT 
LIMITED TO, ACTIONS BY CREDITORS OR OTHER THIRD PARTIES, THE RESOLUTION OF 
LEGAL PROCEEDINGS IN WHICH THE COMPANY IS (OR MAY BECOME) INVOLVED, 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 

                                 9

<PAGE>


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.

                                  10

<PAGE>

                                          
                            PART II - OTHER INFORMATION


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits

<TABLE>
<CAPTION>
           Exhibit
              No.            Description
           -------           -----------
             <S>             <C>
             27              Financial Data Schedule
</TABLE>


                                       11

<PAGE>


                                     SIGNATURES


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

                                                 EAGLE FINANCE CORP.


Date: November 9, 1998                            /s/  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
        
27        Financial Data Schedule



<PAGE>